01—Abstract
Summary
Summary of the 8-K filed December 22, 2025. Cited figures are marked; the original filing is the authoritative source.
Willis North America Inc., the issuer and a subsidiary of Willis Towers Watson Public Limited Company, completed a public offering of two series of senior unsecured notes on December 22, 2025: $700,000,000a of 4.550% Senior Notes due March 15, 2031 and $300,000,000 of 5.150% Senior Notes due March 15, 2036.
The parent, Willis Towers Watson Sub Holdings Unlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited fully and unconditionally guarantee the notes. The notes were issued under a base indenture dated May 16, 2017, as supplemented by a ninth supplemental indenture dated December 22, 2025, with the trustee being Computershare Trust Company, National Association. Interest accrues from December 22, 2025 and is payable semi-annually in cash on March 15 and September 15, beginning September 15, 2026.
The offering generated approximately $990 millionb in net proceeds after the underwriting discount and estimated offering expenses. The company intends to use these proceeds, together with other potential funding sources and/or cash on hand, to fund the consideration for the previously announced Newfront acquisition, related fees and expenses, and to repay $550 million of its 4.400% senior notes due 2026 in full. 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 and to redeem the 2036 Notes through a special mandatory redemption.
Any remaining proceeds would be used for general corporate purposes. The notes rank equally with the issuer's existing and future senior unsecured debt, including several outstanding series of senior notes and the parent's senior revolving credit facility.
They are effectively subordinated to any secured debt to the extent of the value of the assets securing that debt. The filing also includes legal opinions from counsel regarding the validity of the notes and guarantees, which are incorporated into the existing registration statement on Form S-3.
02—Key points
Key Highlights
- Issued $700 million of 4.550% Senior Notes due March 15, 2031 and $300 million of 5.150% Senior Notes due March 15, 2036 on December 22, 2025.
- Net proceeds of approximately $990 million after underwriting discount and estimated offering expenses.
- Primary planned use is funding the Newfront acquisition consideration and related costs, with $550 million of 4.400% senior notes due 2026 to be repaid in full if the deal closes.
- If the Newfront acquisition does not close, the 4.400% notes due 2026 will be repaid and the 2036 Notes will be redeemed through a special mandatory redemption.
- Notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and three other subsidiaries, and rank equally with the issuer's existing senior unsecured debt.
- Interest is payable semi-annually on March 15 and September 15, with the first payment on September 15, 2026.
- The offering was registered on Form S-3 (File No. 333-285459) and issued under a base indenture dated May 16, 2017, as supplemented.
03—Questions
Frequently Asked Questions
What debt did Willis North America Inc. issue?
The issuer sold $700 million of 4.550% Senior Notes due March 15, 2031 and $300 million of 5.150% Senior Notes due March 15, 2036, in a public offering completed on December 22, 2025.
How much cash did the company receive from the offering?
Net proceeds are approximately $990 million after the underwriting discount and estimated offering expenses.
How will the proceeds be used?
If the previously announced Newfront acquisition closes, proceeds together with other funding sources and cash on hand will pay the acquisition consideration and related costs, and repay $550 million of 4.400% senior notes due 2026 in full. If the acquisition does not close, proceeds with cash on hand will repay the 2026 notes and fund a special mandatory redemption of the 2036 Notes. Remaining proceeds will go to general corporate purposes.
Who guarantees the notes and how do they rank?
Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited fully and unconditionally guarantee the notes. The notes are senior unsecured obligations that rank equally with the issuer's existing and future senior unsecured debt, and are effectively subordinated to secured debt to the extent of the collateral value.
When do interest payments begin?
Interest accrues from December 22, 2025 and is paid in cash on March 15 and September 15 each year, with the first payment due September 15, 2026.
04—Continue