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Willis Towers Watson 8-K Report, Corporate Update (Feb 28, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 28, 2024
Period End
February 27, 2024
Security
WTW
In the record · 2016–202610-K1210-Q338-K148

WTW filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 148 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’18Sep ’18
  2. Deal closed8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Dec ’22Dec ’22
  4. Leadership change8-K · Nov ’26Nov ’26

01—Abstract

Summary

Summary of the 8-K filed February 28, 2024. Cited figures are marked; the original filing is the authoritative source.

Willis North America Inc., a Delaware corporation, priced a public offering of $750,000,000a aggregate principal amount of its 5.900% Senior Notes due 2054 on February 27, 2024.

The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company (the parent, without its consolidated subsidiaries), Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., and several UK-based guarantor entities. The offering is registered under a Form S-3 shelf registration and is expected to close on March 5, 2024, subject to customary closing conditions. The company expects net proceeds of approximately $739 millionb after the underwriting discount and estimated offering expenses.

Willis North America intends to use approximately $650 millionc of those proceeds to repay the 3.600% Senior Notes due 2024 along with accrued interest when due, which will fully retire that series, with the remainder going to general corporate purposes. The underwriters are BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, acting as representatives.

For investors, the filing is primarily a debt refinancing event: it extends the maturity profile out to 2054 and replaces a 2024 maturity with longer-dated debt at a 5.900%d coupon. The filing also includes a February 28, 2024 press release announcing the pricing, which describes the company as a leading global advisory, broking and solutions company serving 140 countries and markets.

02—Key points

Key Highlights

  1. Willis North America Inc. priced $750,000,000 of 5.900% Senior Notes due 2054 on February 27, 2024.
  2. The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and several subsidiary guarantors.
  3. Expected net proceeds are approximately $739 million after underwriting discount and estimated offering expenses.
  4. Approximately $650 million of proceeds will repay the 3.600% Senior Notes due 2024 in full, with accrued interest, when due.
  5. Remaining proceeds are earmarked for general corporate purposes.
  6. The offering was made under a Form S-3 shelf registration (File No. 333-263086) and is expected to close on March 5, 2024.
  7. A press release dated February 28, 2024 (Exhibit 99.1) announced the pricing of the offering.

03—Questions

Frequently Asked Questions

  1. Who is issuing the notes and who guarantees them?

    Willis North America Inc., a Delaware corporation and indirect wholly-owned subsidiary of Willis Towers Watson Public Limited Company, is the issuer. Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., and several England and Wales entities (Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited) fully and unconditionally guarantee the notes.

  2. How much will the company receive from the offering?

    The company expects net proceeds of approximately $739 million after deducting the underwriting discount and estimated offering expenses from the $750,000,000 aggregate principal amount.

  3. What will the proceeds be used for?

    Approximately $650 million aggregate principal amount will be used to repay the 3.600% Senior Notes due 2024 and related accrued interest when due, fully retiring that series. The remaining proceeds will be used for general corporate purposes.

  4. When is the offering expected to close?

    The offering is expected to close on March 5, 2024, subject to the satisfaction of customary closing conditions.

  5. Which underwriters are involved in the offering?

    BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC are the representatives of the several underwriters. The press release also lists Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as joint book-running managers, and BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Lloyds Securities Inc., M&T Securities, Inc., MUFG Securities Americas Inc., Santander US Capital Markets LLC, Standard Chartered Bank and TD Securities (USA) LLC as co-managers.

04—Continue

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