| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 17, 2023, Willis North America Inc., a Delaware corporation (the “Issuer”), completed an offering of $750,000,000 aggregate principal amount of the Issuer’s 5.350% Senior Notes due 2033 (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”), 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. 333-263086), 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, dated as of May 16, 2017, among the Issuer, the Guarantors and Computershare Trust Company, National Association (the “Trustee”), as successor to Wells Fargo Bank, National Association, as trustee, as amended by the sixth supplemental indenture, dated as of May 17, 2023, among the Issuer, the Guarantors and the Trustee (the “Sixth Supplemental Indenture”).
The Notes will mature on May 15, 2033. Interest accrues on the Notes from May 17, 2023 and will be paid in cash on May 15 and November 15 of each year, commencing on November 15, 2023. 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 3.600% Senior Notes due 2024, 4.650% Senior Notes due 2027, 4.500% Senior Notes due 2028, 2.950% Senior Notes due 2029, 5.050% Senior Notes due 2048 and 3.875% Senior Notes due 2049, Trinity Acquisition plc’s 4.400% Senior Notes due 2026 and 6.125% Senior Notes due 2043 and any debt under the Parent’s senior revolving credit facility. 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 the underwriter discount and estimated offering expenses, are approximately $742 million. We intend to use the net proceeds of this offering to (i) repay approximately $250 million aggregate principal amount of Trinity Acquisition plc’s 4.625% Senior Notes due 2023 and related accrued interest, which shall result in the repayment in full of Trinity Acquisition plc’s 4.625% Senior Notes due 2023, and (ii) for general corporate purposes.
The foregoing description of the Sixth Supplemental Indenture is qualified in its entirety by reference to the Sixth Supplemental Indenture, which has been filed as Exhibit 4.1 hereto and is incorporated herein by reference.
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.
