UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2009
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WILLIS GROUP HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
001-16503 98-0352587
(Commission file number) (I.R.S. Employer Identification No.)
c/o Willis Group Limited
51 Lime Street, London, EC3M 7DQ, England
(Address of principal executive offices)
(011) 44-20-3124-6000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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:
|_| 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))
Item 1.01. Entry into a Material Definitive Agreement.
On February 4, 2009, Willis Group Holdings Limited ("Willis"), along with
its indirect wholly owned subsidiary, Willis North America Inc. ("WNA"), entered
into the second amendments effective as of February 4, 2009, for each of (i) the
Credit Agreement, dated as of October 1, 2008 (the "Five-Year Credit
Agreement"), among WNA, Willis, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent and Swing Line Lender, and Bank of America
Securities LLC, as Administrative Agent and Sole Lead Arranger, and (ii) the
364-Day Credit Agreement, dated as of October 1, 2008 (the "364-Day Credit
Agreement" and, together with the Five-Year Credit Agreement, collectively, the
"Credit Agreements"), among WNA, Willis, the Lenders party thereto and Bank of
America Securities LLC, as Administrative Agent and Sole Lead Arranger. Pursuant
to the amendments to the Credit Agreements, the following shall be excluded from
the amount of Consolidated Fixed Charges (as defined in each Credit Agreements)
for any period: (a) the amount of scheduled payments of principal of any senior
unsecured debt of Willis or any of its Subsidiaries made with proceeds of
certain equity or unsecured debt issuance and (b) the amount of scheduled
payments of principal of any debt made prior to the first day of the fiscal
quarter in which such principal payment is schedule to be made.
This description of the Second Amendments to the Five-Year Credit Agreement
and the 364-Day Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to each of the second amendments to the
Five-Year Credit Agreement and the 364-Day Credit Agreement, copies of which are
attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Second Amendment dated February 4, 2009 to the Five-Year Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and
Swing Line Lender and Bank of America Securities LLC, as
Administrative Agent and Sole Lead Arranger
10.2 Second Amendment dated February 4, 2009 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger
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.
Willis Group Holdings Limited
By: /s/ Adam G. Ciongoli
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Adam G. Ciongoli
General Counsel
Date: February 5, 2009
EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amendment dated February 4, 2009 to the Five-Year Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and
Swing Line Lender and Bank of America Securities LLC, as
Administrative Agent and Sole Lead Arranger
10.2 Second Amendment dated February 4, 2009 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger