0001193125-18-267329.txt : 20180905 0001193125-18-267329.hdr.sgml : 20180905 20180905172305 ACCESSION NUMBER: 0001193125-18-267329 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180905 DATE AS OF CHANGE: 20180905 GROUP MEMBERS: TA I LTD GROUP MEMBERS: TRINITY ACQUISITION PLC GROUP MEMBERS: WILLIS GROUP LTD GROUP MEMBERS: WILLIS INVESTMENT UK HOLDINGS LTD GROUP MEMBERS: WILLIS NETHERLANDS HOLDINGS B.V. GROUP MEMBERS: WILLIS TOWERS WATSON SUB UNLIMITED CO GROUP MEMBERS: WILLIS TOWERS WATSON UK HOLDINGS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS NORTH AMERICA INC CENTRAL INDEX KEY: 0001081003 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135654526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-210094-02 FILM NUMBER: 181056071 BUSINESS ADDRESS: STREET 1: 26 CENTURY BOULEVARD STREET 2: P O BOX 305026 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6158723000 MAIL ADDRESS: STREET 1: 26 CENTURY BOULEVARD STREET 2: P O BOX 305026 CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: WILLIS CORROON CORP DATE OF NAME CHANGE: 19990302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS TOWERS WATSON PLC CENTRAL INDEX KEY: 0001140536 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ BUSINESS PHONE: 44-20-3124-6000 MAIL ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ FORMER COMPANY: FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS PLC DATE OF NAME CHANGE: 20100104 FORMER COMPANY: FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS LTD DATE OF NAME CHANGE: 20010514 FWP 1 d620733dfwp.htm FWP FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Dated September 5, 2018

Registration Statement No. 333-210094

$600,000,000 4.500% Senior Notes due 2028

 

Issuer:    Willis North America Inc.
Guarantors:   

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
Willis Group Limited
Trinity Acquisition plc

Ratings (Moody’s/S&P/Fitch)*:    Baa3 (stable) / BBB (stable) / BBB (stable)
Security Type:    Senior unsecured notes
Principal Amount:    $600,000,000
Issue Price:    99.967% of the principal amount
Proceeds to Issuer (before underwriting discount and offering expenses):    $599,802,000
Trade Date:    September 5, 2018
Settlement Date:    September 10, 2018 (T + 3)
Maturity Date:    September 15, 2028
Coupon:    4.500%
Interest Payment Dates:    Semi-annually on March 15 and September 15 of each year, commencing on March 15, 2019 (long first interest period)
Benchmark Treasury:    2.875% due August 15, 2028

Benchmark Treasury Price / Yield:    99-24 / 2.904%
Spread to Benchmark Treasury:    160 basis points (1.600%)
Yield to Maturity:    4.504%
Optional Redemption:    Prior to June 15, 2028 (the date that is three months prior to the scheduled maturity date for the 2028 Notes), the 2028 Notes will be redeemable, at our option, in whole at any time or in part from time to time, at a redemption, or “make-whole,” price equal to the greater of:
  

•  100% of the aggregate principal amount of the 2028 Notes to be redeemed; and

  

•  an amount equal to sum of the present value of (i) the payment on June 15, 2028 of principal of the 2028 Notes to be redeemed and (ii) the payment of the remaining scheduled payments through June 15, 2028 of interest on the 2028 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate plus 25 basis points,

 

plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

   On or after June 15, 2028, we may, at our option, redeem the 2028 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
CUSIP/ISIN:    970648AG6 / US970648AG61

$400,000,000 5.050% Senior Notes due 2048

 

Issuer:    Willis North America Inc.
Guarantors:   

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
Willis Group Limited
Trinity Acquisition plc

Ratings (Moody’s/S&P/Fitch)*:    Baa3 (stable) / BBB (stable) / BBB (stable)
Security Type:    Senior unsecured notes
Principal Amount:    $400,000,000
Issue Price:    99.647% of the principal amount
Proceeds to Issuer (before underwriting discount and offering expenses):    $398,588,000
Trade Date:    September 5, 2018
Settlement Date:    September 10, 2018 (T + 3)
Maturity Date:    September 15, 2048
Coupon:    5.050%
Interest Payment Dates:    Semi-annually on March 15 and September 15 of each year, commencing on March 15, 2019 (long first interest period)
Benchmark Treasury:    3.125% due May 15, 2048
Benchmark Treasury Price / Yield:    101-00 / 3.073%
Spread to Benchmark Treasury:    200 basis points (2.000%)
Yield to Maturity:    5.073%

Optional Redemption:    Prior to March 15, 2048 (the date that is six months prior to the scheduled maturity date for the 2048 Notes), the 2048 Notes will be redeemable, at our option, in whole at any time or in part from time to time, at a redemption, or “make-whole,” price equal to the greater of:
  

•  100% of the aggregate principal amount of the 2048 Notes to be redeemed; and

  

•  an amount equal to sum of the present value of (i) the payment on March 15, 2048 of principal of the 2048 Notes to be redeemed and (ii) the payment of the remaining scheduled payments through March 15, 2048 of interest on the 2048 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate plus 30 basis points,

 

plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

   On or after March 15, 2048, we may, at our option, redeem the 2048 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2048 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
CUSIP/ISIN:    970648AH4 / US970648AH45

*                *                 *

 

Joint Book-Running Managers:   

Barclays Capital Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

HSBC Bank plc

MUFG Securities Americas Inc.

PNC Capital Markets LLC

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

Senior Co-Managers:   

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Co-Managers:   

Santander Investment Securities Inc.

Standard Chartered Bank

TD Securities (USA) LLC

Use of Proceeds:    The net proceeds from this offering, after deducting underwriter discounts and estimated offering expenses, will be approximately $989.5 million. We intend to use the net proceeds of this offering to (i) repay approximately $862.0 million under our Revolving Credit Facility and related accrued interest, (ii) prepay in full $127.5 million under the Towers Watson Dividend Facility and related accrued interest and (iii) for general corporate purposes.

This communication is intended for the sole use of the person to whom it is provided by the issuer.

 

*

Ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any security.

The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Barclays Capital Inc., toll-free at 1-888-603-5847 or Citigroup Global Markets Inc., toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC, toll-free at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free at 1-800-294-1322.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.