WTW Prices Offering of $1,000,000,000 of Senior Notes

Willis Towers Watson (NASDAQ: WTW) priced a registered offering of $1,000,000,000 of senior unsecured notes: $700,000,000 of 4.550% notes due 2031 and $300,000,000 of 5.150% notes due 2036, each fully guaranteed by the company and certain subsidiaries.

Rhea-AI Summary

Willis Towers Watson (NASDAQ: WTW) priced a registered offering of $1,000,000,000 of senior unsecured notes: $700,000,000 of 4.550% notes due 2031 and $300,000,000 of 5.150% notes due 2036, each fully guaranteed by the company and certain subsidiaries.

The company expects the offering to close on December 22, 2025. Proceeds are intended to fund the previously announced Newfront acquisition if it closes, repay $550,000,000 of 4.400% senior notes due 2026, and for general corporate purposes; if the acquisition does not close, proceeds plus cash will repay the 2026 notes and trigger a special mandatory redemption of the 2036 notes.

Positive

• Raised $1.0 billion in long-term debt financing
• Proceeds structured to repay $550M 2026 notes in full
• Notes fully and unconditionally guaranteed by WTW
• Financing supports planned Newfront acquisition funding

Negative

• Issued 2031/2036 notes at higher coupons: 4.55% and 5.15%
• Replacing 4.400% 2026 notes may increase annual interest costs
• Creates $300M long-duration obligation due 2036

Argus Dec 16 session

-0.31% close to close Open Argus

Details

News Market Reaction – WTW

On Dec 16, the first trading day after this news, WTW closed 0.31% below the previous close.

Data tracked by StockTitan Argus for the Dec 16 session.

Key Figures

Total senior notes: $1,000,000,000 2031 notes size: $700,000,000 2036 notes size: $300,000,000 +5 more

Total senior notes

$1,000,000,000

Aggregate principal of notes in the Offering

2031 notes size

$700,000,000

4.550% senior unsecured notes due 2031

2036 notes size

$300,000,000

5.150% senior unsecured notes due 2036

2031 coupon

4.550%

Coupon on senior unsecured notes due 2031

2036 coupon

5.150%

Coupon on senior unsecured notes due 2036

Notes repayment

$550 million

Principal of 4.400% senior notes due 2026 slated for repayment

2026 coupon

4.400%

Coupon on senior notes due 2026 to be repaid

Offering close date

December 22, 2025

Expected closing of the notes Offering, subject to conditions

Historical Context

5 past events · Latest: Dec 11

5 events

1. Dec 11

   Risk report release

   24h Move

   +3.4%

   Political Risk Index on shifting tariff deals and geopolitical alignment.

2. Dec 10

   Acquisition announcement

   24h Move

   -2.2%

   Planned acquisition of UK pensions fintech Cushon to expand DC master trust.

3. Dec 10

   Acquisition announcement

   24h Move

   -2.2%

   Agreement to acquire Newfront for $1.3B with cash, equity, and earnout.

4. Dec 4

   Product launch

   24h Move

   +1.0%

   Launch of Radar Fusion, a cloud-native commercial underwriting solution.

5. Dec 3

   Dividend declaration

   24h Move

   +1.0%

   Regular quarterly cash dividend of $0.92 per share announced.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered offering, senior unsecured notes, special mandatory redemption, prospectus supplement, +1 more

5 terms

registered offering financial

"today announced the pricing of a registered offering (the “Offering”) by Willis"

A registered offering is the public sale of a company’s stocks or bonds that has been filed with and approved by the securities regulator, accompanied by an official disclosure document (prospectus). It matters to investors because the required disclosures provide a clear, regulator‑approved “brochure” about the deal — helping buyers assess risk, potential dilution of existing shares, and how the company plans to use the proceeds, similar to reading a menu before ordering.

senior unsecured notes financial

"4.550% senior unsecured notes due 2031 (the “2031 notes”) and $300,000,000"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

special mandatory redemption financial

"and the redemption of the 2036 notes pursuant to a special mandatory redemption."

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

prospectus supplement regulatory

"The Offering may be made only by means of a prospectus supplement and accompanying"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

joint book-running managers financial

"The joint book-running managers for the Offering are J.P. Morgan Securities LLC,"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LONDON, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Willis Towers Watson Public Limited Company (NASDAQ: WTW) (the “Company” or “WTW”), a leading global advisory, broking and solutions company, today announced the pricing of a registered offering (the “Offering”) by Willis North America Inc. (“Willis North America”), an indirect wholly-owned subsidiary of the Company, of $700,000,000 aggregate principal amount of 4.550% senior unsecured notes due 2031 (the “2031 notes”) and $300,000,000 aggregate principal amount of 5.150% senior unsecured notes due 2036 (the “2036 notes” together with the 2031 notes, the “notes”). Payment of principal and interest on the notes will be fully and unconditionally guaranteed by the Company, and certain direct and indirect subsidiary entities of the Company. The Company expects the Offering to close on December 22, 2025, subject to the satisfaction of customary closing conditions.

If the previously announced Newfront acquisition closes, Willis North America intends to use the net proceeds of the Offering, together with other potential funding sources, to (i) pay the consideration for the Newfront acquisition and related fees, costs and expenses and (ii) repay $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest, which shall result in the repayment in full of the 4.400% senior notes due 2026. If the Newfront acquisition does not close, Willis North America intends to use the net proceeds from this Offering, together with cash on hand, for the repayment in full of the 4.400% senior notes due 2026 and the redemption of the 2036 notes pursuant to a special mandatory redemption. Any remaining proceeds from the Offering will be used for general corporate purposes. The Offering is not contingent upon the closing of the Newfront acquisition.

The joint book-running managers for the Offering are J.P. Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. The co-managers for the Offering are BMO Capital Markets Corp., Goldman Sachs & Co. LLC, TD Securities (USA) LLC, Santander US Capital Markets LLC, Standard Chartered Bank, MUFG Securities Americas Inc., Lloyds Securities Inc. and M&T Securities, Inc. The Offering was made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission. The Offering may be made only by means of a prospectus supplement and accompanying prospectus. Interested parties may obtain copies of the prospectus and prospectus supplement by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, Barclays Capital Inc. at 1-888-603-5847, PNC Capital Markets LLC at 1-855-881-0697, Truist Securities, Inc. at 1-800-685-4786 or Wells Fargo Securities, LLC at 1-800-645-3751.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you.

Contact

INVESTORS

Claudia De La Hoz | Claudia.Delahoz@wtwco.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WTW announce about the $1,000,000,000 senior notes on December 15, 2025?

WTW priced $700M of 4.550% notes due 2031 and $300M of 5.150% notes due 2036, expected to close on Dec 22, 2025.

How will WTW (NASDAQ: WTW) use proceeds from the $1.0B offering?

If the Newfront acquisition closes, proceeds will fund the acquisition and repay $550M of 2026 notes; otherwise proceeds plus cash will repay the 2026 notes and redeem the 2036 notes.

Which WTW notes are being repaid with the offering proceeds?

The company intends to repay in full $550,000,000 aggregate principal of 4.400% senior notes due 2026.

When will the WTW offering close and who guarantees the notes?

The offering is expected to close on December 22, 2025, and principal and interest are fully guaranteed by WTW and certain subsidiaries.

What are the coupon rates and maturities of the new WTW notes?

The offering includes 4.550% notes due 2031 ($700M) and 5.150% notes due 2036 ($300M).

Is the WTW offering contingent on the Newfront acquisition closing?

No; the offering is not contingent on the Newfront acquisition closing.