Item 8.01 Other Events.
On May 12, 2022, Willis North America Inc., a Delaware corporation (the
"Issuer"), priced an offering of $750,000,000 aggregate principal amount of the
Issuer's 4.650% Senior Notes due 2027 (the "Notes"). The Notes will be 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,
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. We expect the
offering to close on May 19, 2022, subject to the satisfaction of customary
closing conditions.
The Issuer and the Guarantors entered into an underwriting agreement, dated
May 12, 2022 (the "Underwriting Agreement"), with Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as representatives of the several underwriters named therein,
in connection with the issuance and sale of the Notes and the related
guarantees. In connection with the offering of the Notes, Parent is filing as
Exhibit 1.1 hereto the Underwriting Agreement. Such exhibit is incorporated by
reference into the Registration Statement.
We expect the net proceeds from this offering, after deducting the underwriting
discount and estimated offering expenses, will be approximately $744 million. We
intend to use the net proceeds of this offering to repay approximately
€540 million aggregate principal amount of the 2.125% Senior Notes due 2022 and
related accrued interest, which will result in the repayment in full of the
2.125% Senior Notes due 2022, and for general corporate purposes.
On May 12, 2022, we issued a press release announcing the pricing of the Notes
offering. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated May 12, 2022, among Willis North
America Inc., as issuer, the guarantors named therein and Citigroup
Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of
the several underwriters named therein.
99.1 Press release, dated May 12, 2022, announcing the pricing of the
Notes offering by Willis North America Inc.
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