Towers Watson starts offer to exchange new notes for class B-1 stock

By Jennifer Chiou

New York, May 17 - Towers Watson announced the start of an exchange offer in which it will issue up to $200 million of new unsecured subordinated notes due March 15, 2012 for shares of its class B-1 common stock.

The offer is set to end at midnight ET on June 14.

The fixed-rate notes will accrue interest at the greater of 2% or 120% of the short-term federal rate that applies, payable quarterly.

The exchange ratio will be set at 4:30 p.m. ET on June 10 and will be equal to the volume-weighted average price for the company's class A shares for the 10 consecutive trading days ending on and including the pricing date.

Towers Watson said it will announce the exchange ratio and the maximum number of class B-1 shares in the offer via a press release to be earmarked for June 11.

There is no minimum condition to the offer. In addition, shareholder approval is not required.

American Stock Transfer & Trust Co., LLC is the information agent (877 295-6905).

Based in New York, Towers Watson is a professional services company involved with employee benefits, talent management, rewards, and risk and capital management.

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