Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2022, Willis North America Inc., a Delaware corporation (the
"Issuer"), completed an offering of $750,000,000 million aggregate principal
amount of the Issuer's 4.650% Senior Notes due 2027 (the "Notes"). The Notes are
fully and unconditionally guaranteed by Willis Towers Watson Public Limited
Company, an Irish public limited company and parent company of the Issuer
(without any of its consolidated subsidiaries, the "Parent"), Willis Towers
Watson Sub Holdings Unlimited Company, a company organized under the laws of
Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of
the Netherlands, and Willis Investment UK Holdings Limited, TA I Limited, Willis
Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group
Limited, companies organized under the laws of England and Wales (collectively
with the Parent, the "Guarantors").
The Notes were sold in a public offering pursuant to a Registration Statement on
Form S-3 (File No. 333-263086), and a related prospectus and prospectus
supplement filed with the Securities and Exchange Commission. The Notes were
issued pursuant to a base indenture, as amended, supplemented or otherwise
modified from time to time, dated as of May 16, 2017, among the Issuer, the
Guarantors and Computershare Trust Company, National Association (the
"Trustee"), as successor to Wells Fargo Bank, National Association, as trustee,
as amended by the fifth supplemental indenture, dated as of May 19, 2022, among
the Issuer, the Guarantors and the Trustee, dated as of May 19, 2022.
The Notes will mature on June 15, 2027. Interest accrues on the Notes from
May 19, 2022 and will be paid in cash on June 15 and December 15 of each year,
commencing on December 15, 2022. The Notes are senior unsubordinated unsecured
obligations of the Issuer and rank equally in right of payment with all of the
Issuer's existing and future unsubordinated and unsecured senior debt and with
the Issuer's guarantee of all of the existing and future senior debt of the
Parent and the other Guarantors, including the Issuer's 3.600% Senior Notes due
2024, 4.500% Senior Notes due 2028, 2.950% Senior Notes due 2029, 5.050% Senior
Notes due 2048 and 3.875% Senior Notes due 2049, Trinity Acquisition plc's
4.625% Senior Notes due 2023, 4.400% Senior Notes due 2026 and 6.125% Senior
Notes due 2043 and any debt under the Parent's senior revolving credit facility.
The Notes will be senior in right of payment to any future subordinated debt of
the Issuer and are effectively subordinated to all of the Issuer's existing and
future secured debt to the extent of the value of the assets securing such debt.
The net proceeds from this offering, after deducting the underwriter discount
and estimated offering expenses, are approximately $744 million. We intend to
use the net proceeds of this offering to (i) repay approximately €540 million
aggregate principal amount of the Issuer's 2.125% Senior Notes due 2022 and
related accrued interest, which shall result in the repayment in full of the
Issuer's 2.125% Senior Notes due 2022, and (ii) for general corporate purposes
The foregoing description of the Fifth Supplemental Indenture is qualified in
its entirety by reference to the Fifth Supplemental Indenture, which has been
filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the offering of the Notes, Parent is filing as Exhibits 5.1
through 5.4 hereto the opinions of counsel addressing the validity of the Notes
and the Guarantees and certain related matters. Such exhibits are incorporated
by reference into the Registration Statement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
4.1 Fifth Supplemental Indenture, dated as of May 19, 2022, among
Willis North America Inc., as issuer, Willis Towers Watson Public
Limited Company, Willis Towers Watson Sub Holdings Unlimited Company,
Willis Netherlands Holdings B.V., Willis Investment UK Holdings
Limited, TA I Limited, Willis Towers Watson UK Holdings Limited,
Trinity Acquisition plc and Willis Group Limited, as guarantors, and
Computershare Trust Company, National Association, as trustee.
4.2 Form of Note (included in Exhibit 4.1).
5.1 Opinion of Weil, Gotshal & Manges LLP.
5.2 Opinion of Matheson.
5.3 Opinion of Baker & McKenzie Amsterdam N.V.
5.4 Opinion of Weil, Gotshal & Manges (London) LLP.
23.1 Consent of Weil, Gotshal & Manges LLP (included as part of Exhibit
5.1).
23.2 Consent of Matheson (included as part of Exhibit 5.2).
23.3 Consent of Baker & McKenzie Amsterdam N.V. (included as part of
Exhibit 5.3).
23.4 Consent of Weil, Gotshal & Manges (London) LLP (included as part of
Exhibit 5.4).
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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