UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2019
Willis Towers Watson Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland | 001-16503 | 98-0352587 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Willis Group Limited,
51 Lime Street, London, EC3M 7DQ, England and Wales
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (011) 44-20-3124-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary Shares, nominal value $0.000304635 per share | WLTW | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2019, Willis North America Inc., a Delaware corporation (the “Issuer”), completed an offering of $450 million aggregate principal amount of the Issuer’s 2.950% Senior Notes due 2029 (the “2029 Notes”) and $550 million aggregate principal amount of the Issuer’s 3.875% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, an Irish public limited company and parent company of the Issuer (without any of its consolidated subsidiaries, the “Parent,” and together with its consolidated subsidiaries, the “Company”), Willis Towers Watson Sub Holdings Unlimited Company, a company organized under the laws of Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of the Netherlands, and Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited, companies organized under the laws of England and Wales (collectively with the Parent, the “Guarantors”).
The Notes were sold in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-230192), as amended, and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission. The Notes were issued pursuant to a base indenture (as amended, supplemented or otherwise modified from time to time, the “Indenture”), dated as of May 16, 2017, among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the fourth supplemental indenture (the “Fourth Supplemental Indenture”), dated as of September 10, 2019, among the Issuer, the Guarantors and the Trustee.
The 2029 Notes will mature on September 15, 2029 and the 2049 Notes will mature on September 15, 2049. Interest accrues on the Notes from September 10, 2019 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2020. The Notes are senior unsubordinated unsecured obligations of the Issuer and rank equally in right of payment with all of the Issuer’s existing and future unsubordinated and unsecured senior debt and with the Issuer’s guarantee of all of the existing and future senior debt of the Parent and the other Guarantors, including the Issuer’s 7.00% Senior Notes due 2019, 3.600% Senior Notes due 2024, 4.500% Senior Notes due 2028 and the 5.050% Senior Notes due 2048, Trinity Acquisition plc’s 3.500% Senior Notes due 2021, 2.125% Senior Notes due 2022, 4.625% Senior Notes due 2023, 4.400% Senior Notes due 2026 and 6.125% Senior Notes due 2043, the Parent’s 5.750% Senior Notes due 2021 and any debt under the Parent’s senior credit facilities. The Notes will be senior in right of payment to any future subordinated debt of the Issuer and are effectively subordinated to all of the Issuer’s existing and future secured debt to the extent of the value of the assets securing such debt.
The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, will be approximately $988 million. We intend to use the net proceeds of this offering to (i) prepay approximately $634 million principal amount under the term loan facility expiring July 2020 and related accrued interest, (ii) to repay approximately $354 million principal amount under the revolving credit facility expiring March 2022 and related accrued interest and (iii) for general corporate purposes.
The foregoing description of the Fourth Supplemental Indenture is qualified in its entirety by reference to the Fourth Supplemental Indenture, which has been filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the offering of the Notes, the Parent is filing as Exhibits 5.1 through 5.4 hereto the opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such exhibits are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||
4.1 | ||||
4.2 | ||||
5.1 | ||||
5.2 | ||||
5.3 | ||||
5.4 | ||||
23.1 | Consent of Weil, Gotshal & Manges LLP (included as part of Exhibit 5.1). | |||
23.2 | ||||
23.3 | Consent of Baker & McKenzie Amsterdam N.V. (included as part of Exhibit 5.3). | |||
23.4 | Consent of Weil, Gotshal & Manges (London) LLP (included as part of Exhibit 5.4). | |||
104 | Cover Page Interactive Data File (included within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 10, 2019 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
By: | /s/ Neil D. Falis | |||||
Neil D. Falis | ||||||
Deputy Company Secretary |