01—Abstract
Summary
Summary of the 8-K filed March 5, 2024. Cited figures are marked; the original filing is the authoritative source.
On March 5, 2024, Willis North America Inc. completed a public offering of $750,000,000a aggregate principal amount of its 5.900% Senior Notes due 2054.
The notes mature on March 5, 2054, and pay interest semiannually in cash on March 5 and September 5, beginning September 5, 2024. The offering was made under a Form S-3 registration statement and was issued under a base indenture dated May 16, 2017, as supplemented by a seventh supplemental indenture dated March 5, 2024, with Computershare Trust Company, National Association as trustee. The notes are senior unsubordinated, unsecured obligations of the issuer.
They rank equally with its existing and future senior unsecured debt, and are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company (the Parent) and several subsidiary guarantors. The filing states that the notes are effectively subordinated to the issuer's secured debt to the extent of the value of the assets securing that debt. The filing lists the issuer's other outstanding senior notes, including the 4.650%b notes due 2027, 4.500% notes due 2028, 2.950% notes due 2029, 5.350% notes due 2033, 5.050% notes due 2048 and 3.875% notes due 2049, as well as Trinity Acquisition plc's 4.400% notes due 2026 and 6.125% notes due 2043.
Net proceeds after the underwriting discount and estimated offering expenses are approximately $739 millionc. The company intends to use the proceeds to repay approximately $650 million aggregate principal amount of the issuer's 3.600% Senior Notes due 2024, plus accrued interest, which will retire that series in full, and for general corporate purposes.
02—Key points
Key Highlights
- Issuer Willis North America Inc. sold $750,000,000 of 5.900% Senior Notes due March 5, 2054 in a public offering under a Form S-3 registration statement.
- Approximately $739 million in net proceeds after underwriting discount and estimated offering expenses.
- Proceeds are earmarked to repay about $650 million of the issuer's 3.600% Senior Notes due 2024 in full, with the remainder for general corporate purposes.
- Notes are senior unsubordinated, unsecured obligations, fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and specified subsidiary guarantors.
- Interest is payable in cash semiannually on March 5 and September 5, beginning September 5, 2024.
- The notes are effectively subordinated to the issuer's secured debt to the extent of the value of the assets securing that debt.
- The filing includes the seventh supplemental indenture (Exhibit 4.1) and opinions of counsel on the validity of the notes and guarantees (Exhibits 5.1 through 5.4).
03—Questions
Frequently Asked Questions
How much debt did the company issue and when does it mature?
The issuer sold $750,000,000 aggregate principal amount of 5.900% Senior Notes due 2054. The offering was completed on March 5, 2024, and the notes mature on March 5, 2054.
What are the approximate net proceeds and how will they be used?
Net proceeds after the underwriting discount and estimated offering expenses are approximately $739 million. The company intends to repay approximately $650 million of its 3.600% Senior Notes due 2024, plus accrued interest, which will retire that series in full, and to fund general corporate purposes.
Who guarantees the notes and how do they rank?
The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, the parent company, and several subsidiary guarantors. They are senior unsubordinated, unsecured obligations that rank equally in right of payment with the issuer's existing and future senior unsecured debt, and are effectively subordinated to secured debt to the extent of the value of the collateral.
When and how is interest paid on the notes?
Interest accrues from March 5, 2024 and is paid in cash on March 5 and September 5 of each year, beginning September 5, 2024.
What legal documents governed the offering?
The notes were issued under a base indenture dated May 16, 2017, as supplemented by a seventh supplemental indenture dated March 5, 2024, among the issuer, the guarantors and Computershare Trust Company, National Association, as trustee. The offering was made under a Form S-3 registration statement (File No. 333-263086).
04—Continue