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Willis Towers Watson 8-K Report, Corporate Update (Dec 16, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed December 16, 2025
Period End
December 15, 2025
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 December 16, 2025. Cited figures are marked; the original filing is the authoritative source.

On December 15, 2025, Willis North America Inc., an indirect wholly-owned subsidiary of Willis Towers Watson Public Limited Company (NASDAQ: WTW), priced a registered public offering of $1.0 billiona in senior notes: $700 million of 4.550% Senior Notes due 2031 and $300 million of 5.150% Senior Notes due 2036.

The notes are fully and unconditionally guaranteed by the parent company and several of its subsidiaries, and the offering is expected to close on December 22, 2025, subject to customary closing conditions. The company expects net proceeds of approximately $990 millionb after the underwriting discount and estimated offering expenses. The use of proceeds depends on the previously announced Newfront acquisition.

If that acquisition closes, the company intends to use the proceeds, together with other potential funding sources and/or cash on hand, to pay the Newfront consideration and related fees and expenses, and to repay $550 millionc of 4.400% senior notes due 2026 in full, along with accrued interest. If the Newfront acquisition does not close, the proceeds, together with cash on hand, would be used to repay the 4.400% notes due 2026 in full and to redeem the 2036 notes through a special mandatory redemption. Any remaining proceeds will go to general corporate purposes.

The offering is not contingent on the Newfront closing. The filing also includes the underwriting agreement dated December 15, 2025, with J.P.

Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters, and a press release announcing the pricing. The notes were sold under a Form S-3 registration statement (File No. 333-285459).

02—Key points

Key Highlights

  1. Priced $1.0 billion of senior notes: $700 million of 4.550% notes due 2031 and $300 million of 5.150% notes due 2036
  2. Expected net proceeds of approximately $990 million after underwriting discount and estimated offering expenses
  3. Offering expected to close on December 22, 2025, subject to customary closing conditions
  4. If the Newfront acquisition closes, proceeds fund the Newfront consideration and repay $550 million of 4.400% senior notes due 2026 in full
  5. If the Newfront acquisition does not close, the 2036 notes would be subject to a special mandatory redemption and the 2026 notes would be repaid in full
  6. The offering is not contingent on the closing of the Newfront acquisition
  7. Notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and certain of its subsidiaries

03—Questions

Frequently Asked Questions

  1. How much debt is being issued and on what terms?

    Willis North America Inc. priced $700 million of 4.550% Senior Notes due 2031 and $300 million of 5.150% Senior Notes due 2036, for $1.0 billion in total. The notes are senior unsecured and are sold in a registered public offering under a Form S-3 shelf registration.

  2. Who guarantees the notes?

    Willis Towers Watson Public Limited Company, the parent company, guarantees the notes, along with Willis Towers Watson Sub Holdings Unlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited. The guarantees are full and unconditional.

  3. What will the company do with the proceeds?

    If the Newfront acquisition closes, the company intends to use the approximately $990 million in expected net proceeds, along with other funding sources and/or cash on hand, to pay the Newfront consideration and related costs, and to repay $550 million of 4.400% senior notes due 2026. If Newfront does not close, the proceeds and cash on hand would repay the 2026 notes and redeem the 2036 notes through a special mandatory redemption. Remaining proceeds go to general corporate purposes.

  4. When is the offering expected to close?

    The company expects the offering to close on December 22, 2025, subject to the satisfaction of customary closing conditions.

04—Continue

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