Willis plans to sell fixed-rate senior notes via three bookrunners

By Mary-Katherine Stinson

Lexington, Ky., May 10 – Willis North America Inc. plans to price an offering of dollar-denominated fixed-rate senior notes, according to a 424B2 filed with the Securities and Exchange Commission.

The notes will have a make-whole call and then a par call.

The notes have an optional par call for taxation reasons and would become putable at 101 in the case of a change-of-control triggering event.

Barclays, BofA Securities, Inc. and PNC Capital Markets LLC are the bookrunners.

Computershare Trust Co., NA will be the trustee.

Counsel to the issuer is provided by Weil, Gotshal & Manges LLP (New York), Weil, Gotshal & Manges (London) LLP (England), Matheson (Ireland) and Baker & McKenzie Amsterdam NV (Netherlands). Counsel to the underwriters is provided by Simpson Thacher & Bartlett LLP.

The notes will be guaranteed by Willis Towers Watson plc, Willis Towers Watson Sub Holdings ULC, Willis Netherlands Holdings BV, Willis Investment UK Holdings Ltd., TA I Ltd., Willis Towers Watson UK Holdings Ltd., Trinity Acquisition plc and Willis Group Ltd.

Proceeds will be used to repay the approximately $250 million remaining of the 4.625% senior notes due 2023 and the related accrued interest and for general corporate purposes.

The company is a subsidiary of Willis Towers Watson, a London-based global risk adviser and insurance and reinsurance broker.

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