Willis Towers Watson (NASDAQ: WTW) prices 2031 and 2036 senior notes

Rhea-AI Filing Summary

Willis Towers Watson PLC, through its subsidiary Willis North America Inc., priced a public offering of $700,000,000 aggregate principal amount of 4.550% Senior Notes due 2031 and $300,000,000 aggregate principal amount of 5.150% Senior Notes due 2036. The notes will be fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and several affiliated holding companies.

The company expects net proceeds of approximately $990 million after underwriting discounts and expenses. If the previously announced Newfront acquisition closes, the proceeds, with other funding sources or cash on hand, are intended to fund the acquisition and related costs and to repay $550 million of 4.400% senior notes due 2026, fully retiring that issue. If the acquisition does not close, the company plans to use the proceeds and cash on hand to repay the 2026 notes in full and redeem the 2036 notes under a special mandatory redemption, with any remaining funds used for general corporate purposes. The offering is expected to close on December 22, 2025, and is not contingent on the acquisition.

Insights

Capital structure and credit analyst

Willis Towers Watson arranges two new senior note tranches to support a possible acquisition and refinance 2026 debt.

Willis North America Inc. has priced two fixed-rate senior note tranches: $700,000,000 of 4.550% notes due 2031 and $300,000,000 of 5.150% notes due 2036. These instruments are fully and unconditionally guaranteed by the parent, Willis Towers Watson PLC, and key holding entities in Ireland and the UK, which should help investor confidence in the payment obligations.

Net proceeds are expected to be approximately $990 million. If the previously announced Newfront acquisition closes, the company plans to allocate these funds, alongside other sources, to pay the acquisition consideration and related costs and to repay $550 million of 4.400% senior notes due 2026. If the acquisition does not close, the plan shifts to repaying the 2026 notes and redeeming the 2036 notes via a special mandatory redemption, with any remaining proceeds for general corporate purposes.

The structure means the maturity profile could extend out to 2031 and 2036 while addressing the nearer-term 2026 maturity. The offering is expected to close on December 22, 2025, subject to customary conditions, and is explicitly not contingent on the Newfront acquisition closing, so the financing can proceed independently of that transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2025

Willis Towers Watson PLC

(Exact name of registrant as specified in its charter)

Ireland		001-16503		98-0352587
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (011) 44-20-3124-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, nominal value $0.000304635 per share		WTW		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 15, 2025, Willis North America Inc., a Delaware corporation (the “Issuer”), priced an offering of $700,000,000 aggregate principal amount of the Issuer’s 4.550% Senior Notes due 2031 (the “2031 Notes”) and $300,000,000 aggregate principal amount of the Issuer’s 5.150% Senior Notes due 2036 (the “2036 Notes” and together with the 2031 Notes, the “Notes”). The Notes will be fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, an Irish public limited company and parent company of the Issuer (without any of its consolidated subsidiaries, the “Parent”), Willis Towers Watson Sub Holdings Unlimited Company, a company organized under the laws of Ireland, and Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited, companies organized under the laws of England and Wales (collectively, the “Guarantors”).

The Notes were sold in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-285459), and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission. We expect the offering to close on December 22, 2025, subject to the satisfaction of customary closing conditions.

The Issuer and the Guarantors entered into an underwriting agreement, dated December 15, 2025 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, in connection with the issuance and sale of the Notes and the related guarantees. In connection with the offering of the Notes, the Parent is filing as Exhibit 1.1 hereto the Underwriting Agreement. Such exhibit is incorporated by reference into the Registration Statement.

We expect the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses, to be approximately $990 million. If the previously announced Newfront acquisition closes, we intend to use the net proceeds of the offering, together with other potential funding sources and/or cash on hand, 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, we intend 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.

On December 15, 2025, we issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated December 15, 2025, among Willis North America Inc., as issuer, the guarantors named therein and .P. Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
99.1		Press release, dated December 15, 2025, announcing the pricing of the Notes offering by Willis North America Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2025				WILLIS TOWERS WATSON PLC
				By:		/s/ Andrew Krasner
				Name:		Andrew Krasner
				Title:		Chief Financial Officer

FAQ

What senior notes did Willis Towers Watson (WTW) price in December 2025?

Willis North America Inc. priced $700,000,000 aggregate principal amount of 4.550% Senior Notes due 2031 and $300,000,000 aggregate principal amount of 5.150% Senior Notes due 2036.

How much net proceeds does Willis Towers Watson (WTW) expect from the notes offering?

The company expects net proceeds of approximately $990 million after deducting the underwriting discount and estimated offering expenses.

How will Willis Towers Watson use the notes proceeds if the Newfront acquisition closes?

If the previously announced Newfront acquisition closes, the company intends to use the net proceeds, with other funding sources and/or cash on hand, to pay the acquisition consideration and related fees, costs and expenses and to repay $550 million aggregate principal amount of 4.400% senior notes due 2026 and related accrued interest, resulting in full repayment of those 2026 notes.

What is Willis Towers Watsons plan for the proceeds if the Newfront acquisition does not close?

If the Newfront acquisition does not close, the company intends to use the net proceeds, together with cash on hand, to repay in full the 4.400% senior notes due 2026 and to redeem the 2036 notes pursuant to a special mandatory redemption. Any remaining proceeds will be used for general corporate purposes.

Who guarantees the new senior notes issued by Willis North America Inc.?

The notes will be fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and by Willis Towers Watson Sub Holdings Unlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited.

When is the Willis Towers Watson notes offering expected to close?

The offering of the notes is expected to close on December 22, 2025, subject to the satisfaction of customary closing conditions.

Which underwriters are involved in the Willis Towers Watson notes offering?

The underwriting agreement is with J.P. Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in the agreement.