0001193125-19-236694.txt : 20190903 0001193125-19-236694.hdr.sgml : 20190903 20190903172402 ACCESSION NUMBER: 0001193125-19-236694 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190903 DATE AS OF CHANGE: 20190903 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: 333-230192-01 FILM NUMBER: 191072775 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 d67571dfwp.htm FWP FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Dated September 3, 2019

Registration Statement No. 333-230192

$450,000,000 2.950% Senior Notes due 2029

 

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

Expected Ratings (Moody’s/S&P/Fitch)*:    Baa3 (stable) / BBB (stable) / BBB (stable)
Security Type:    Senior, Unsecured
Principal Amount:    $450,000,000
Issue Price:    99.819% of the principal amount
Proceeds to Issuer (before underwriting discount and offering expenses):    $449,185,500
Trade Date:    September 3, 2019
Settlement Date:    September 10, 2019 (T + 5)
Maturity Date:    September 15, 2029
Coupon:    2.950%
Interest Payment Dates:    Semi-annually on March 15 and September 15 of each year, commencing on March 15, 2020 (long first coupon)
Benchmark Treasury:    1.625% due August 15, 2029

Benchmark Treasury Price / Yield:    101-13+ / 1.471%
Spread to Benchmark Treasury:    150 basis points (1.500%)
Yield to Maturity:    2.971%
Optional Redemption:    Prior to June 15, 2029 (the date that is three months prior to the scheduled maturity date for the 2029 Notes), the 2029 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 2029 Notes to be redeemed; and

  

•   an amount equal to sum of the present value of (i) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (ii) the payment of the remaining scheduled payments through June 15, 2029 of interest on the 2029 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, 2029, we may, at our option, redeem the 2029 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 2029 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
CUSIP/ISIN:    970648AJ0 / US970648AJ01

$550,000,000 3.875% Senior Notes due 2049

 

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

Expected Ratings (Moody’s/S&P/Fitch)*:    Baa3 (stable) / BBB (stable) / BBB (stable)
Security Type:    Senior, Unsecured
Principal Amount:    $550,000,000
Issue Price:    99.595% of the principal amount
Proceeds to Issuer (before underwriting discount and offering expenses):    $547,772,500
Trade Date:    September 3, 2019
Settlement Date:    September 10, 2019 (T + 5)
Maturity Date:    September 15, 2049
Coupon:    3.875%
Interest Payment Dates:    Semi-annually on March 15 and September 15 of each year, commencing on March 15, 2020 (long first coupon)
Benchmark Treasury:    2.875% due May 15, 2049
Benchmark Treasury Price / Yield:    120-26+ / 1.948%
Spread to Benchmark Treasury:    195 basis points (1.950%)
Yield to Maturity:    3.898%

Optional Redemption:    Prior to March 15, 2049 (the date that is six months prior to the scheduled maturity date for the 2049 Notes), the 2049 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 2049 Notes to be redeemed; and

  

•   an amount equal to sum of the present value of (i) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (ii) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 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, 2049, we may, at our option, redeem the 2049 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 2049 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
CUSIP/ISIN:    970648AK7 / US970648AK73

*                *                 *

 

Joint Book-Running Managers:   

BofA Securities, Inc.

Barclays Capital Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

Senior Co-Managers:   

HSBC Bank plc

MUFG Securities Americas Inc.

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

Co-Managers:   

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

M&T Securities, Inc.

Santander Investment Securities Inc.

Standard Chartered Bank

TD Securities (USA) LLC

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 BofA Securities, Inc., toll-free at 1-800-294-1322, Barclays Capital Inc., toll-free at 1-888-603-5847, Citigroup Global Markets Inc., toll-free at 1-800-831-9146, J.P. Morgan Securities LLC, collect at 1-212-834-4533 or PNC Capital Markets LLC, toll-free at 1-855-881-0697.

We expect that delivery of the 2029 Notes and the 2049 Notes (collectively, the “Notes”) will be made against payment therefor on or about the closing dates specified in this communication, each of which will be the fifth business day following the date of pricing of such Notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or

the succeeding business days will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade the Notes on the date of pricing or the succeeding business days should consult their own advisors.

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.