01—Abstract
Summary
Summary of the 8-K filed October 20, 2025. Cited figures are marked; the original filing is the authoritative source.
On October 17, 2025, Willis Towers Watson Public Limited Company (WTW), together with its wholly owned subsidiary Trinity Acquisition plc (TA) and its indirect subsidiary Willis North America Inc. (WNA), entered into a $1,500,000,000a revolving credit facility maturing October 17, 2030, unless extended.
The facility is documented in a Third Amended and Restated Credit Agreement among the Borrowers, WTW as parent, the lenders party thereto, and Barclays Bank PLC as administrative agent. Proceeds will first be used to refinance obligations under the Second Amended and Restated Credit Agreement dated October 6, 2021, and thereafter will be available for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes. Pricing is tied to WTW's guaranteed senior-unsecured long-term debt rating.
Borrowings bear interest at Term Benchmark or Daily Simple RFR rates plus 0.750%b to 1.375%, or at a Base Rate plus 0.00% to 0.375%. TA pays a commitment fee of 0.065% to 0.150% on undrawn amounts and a letter of credit fee of 0.750% to 1.375%. Voluntary prepayment is permitted without penalty or premium, and mandatory prepayment applies in certain circumstances.
The agreement contains affirmative and negative covenants, including limits on indebtedness of non-loan parties, liens, certain investments, fundamental changes, and asset sales, along with financial maintenance covenants. TA's obligations are guaranteed by WTW and certain subsidiaries under a Third Amended and Restated Guaranty Agreement dated the same day, while WTW's obligations under the facility are unsecured. The filing also incorporates the agreement under Item 2.03 and attaches the credit agreement and guaranty as Exhibits 10.1 and 10.2.
02—Key points
Key Highlights
- New $1.5 billion revolving credit facility entered October 17, 2025, maturing October 17, 2030 unless extended.
- Proceeds will first refinance obligations under the October 6, 2021 Second Amended and Restated Credit Agreement, then fund working capital, capital expenditures, permitted acquisitions and other corporate purposes.
- Borrowings priced at Term Benchmark or Daily Simple RFR plus 0.750% to 1.375%, or Base Rate plus 0.00% to 0.375%, based on WTW's senior unsecured long-term debt rating.
- Commitment fee of 0.065% to 0.150% on undrawn amounts and letter of credit fee of 0.750% to 1.375%.
- Voluntary prepayment permitted without penalty or premium, with mandatory prepayment required in certain circumstances.
- Covenants include limits on non-loan party indebtedness, liens, certain investments, fundamental changes, and asset sales, plus maintenance of certain financial covenants.
- TA's obligations are guaranteed by WTW and certain subsidiaries; WTW's own obligations under the facility are unsecured.
03—Questions
Frequently Asked Questions
What is the size and maturity of the new credit facility?
The facility is a $1,500,000,000 revolving credit facility entered into on October 17, 2025, that matures on October 17, 2030, unless extended under its terms.
Who are the borrowers and who is the administrative agent?
The borrowers are Trinity Acquisition plc and Willis North America Inc., with Willis Towers Watson Public Limited Company as parent. Barclays Bank PLC serves as administrative agent.
What will the proceeds be used for?
Proceeds will first refinance outstanding obligations under the Second Amended and Restated Credit Agreement dated October 6, 2021. After closing, proceeds will be available for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes.
How is the cost of borrowing determined?
Pricing depends on WTW's guaranteed senior-unsecured long-term debt rating. Term Benchmark or Daily Simple RFR loans carry a margin of 0.750% to 1.375%, Base Rate loans carry 0.00% to 0.375%, the commitment fee on undrawn amounts is 0.065% to 0.150%, and letter of credit fees are 0.750% to 1.375%.
Is the facility secured, and who guarantees it?
TA's obligations are guaranteed by WTW and certain of its subsidiaries under a Third Amended and Restated Guaranty Agreement dated October 17, 2025. WTW's obligations under the facility are unsecured.
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