Willis Towers Watson (NASDAQ: WTW) adds $775M term loan for deal

Rhea-AI Filing Summary

Willis Towers Watson Public Limited Company entered into a new $775,000,000 delayed draw term loan facility with JPMorgan Chase Bank and other lenders through subsidiaries Trinity Acquisition plc and Willis North America Inc. The credit facility will mature on the earlier of the third anniversary of the initial borrowing or the third anniversary of the date that is two months after the consummation of the planned Newfront Acquisition. Proceeds may be used to fund part of the Newfront Acquisition, refinance existing debt, and support working capital, capital expenditures, permitted acquisitions and other corporate purposes.

Borrowings will bear interest, at the borrowers’ option, at Term SOFR plus a margin or at a base rate plus a smaller margin, in each case determined by WTW’s senior unsecured long-term debt rating, and a commitment fee applies to unused commitments. The facility can be drawn in up to four borrowings during a defined period tied to the Newfront Acquisition and allows voluntary prepayments above set minimums without penalty. The obligations are guaranteed by WTW and certain subsidiaries under a guaranty agreement, are subject to customary covenants and events of default, and are unsecured.

Insights

Corporate finance and capital structure analyst

WTW arranges a $775M unsecured term loan mainly to fund the Newfront Acquisition and manage refinancing needs.

The company has arranged a $775,000,000 delayed draw term loan facility through subsidiaries, guaranteed by Willis Towers Watson and certain affiliates. The maturity is linked to the timing of the Newfront Acquisition closing, giving a defined multi‑year horizon while aligning the debt with the acquisition. Using a delayed draw structure means borrowings can be timed around transaction needs rather than taken immediately.

Pricing is tied to WTW’s guaranteed senior unsecured long‑term debt rating, with interest options based on Term SOFR or a base rate plus relatively modest margins and a commitment fee on undrawn amounts. The facility is unsecured but supported by guarantees and includes customary covenants, events of default and cross‑default mechanics. Overall, this looks like standard acquisition and refinancing financing; its impact on leverage and earnings would depend on how much is ultimately drawn and the performance of the Newfront Acquisition.

WILLIS TOWERS WATSON PLC false 0001140536 0001140536 2026-01-07 2026-01-07

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): January 7, 2026

Willis Towers Watson Public Limited Company

(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 and Wales

(Address, including Zip Code, of Principal Executive Offices)

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:

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026, Willis Towers Watson Public Limited Company (“WTW”), together with its wholly owned subsidiary, Trinity Acquisition plc, a limited company formed under the laws of England and Wales (“TA”) and TA’s indirect wholly owned subsidiary, Willis North America Inc., a Delaware corporation (“WNA” and together with TA, the “Borrowers”) entered into a $775,000,000 delayed draw term loan facility (the “Credit Facility”). The Credit Facility will mature on the date that is the earlier of (i) the third anniversary of the initial borrowing of loans under the Credit Facility and (ii) the third anniversary of the date that is two months after the consummation of the acquisition (the “Newfront Acquisition”) contemplated by that certain Agreement and Plan of Merger, dated as of December 9, 2025, by and among WNA, Napa Merger Sub Inc., Jonathan Young, as representative of the stockholders, Newfront Insurance Holdings, Inc. and the other parties thereto (the “Newfront Acquisition Agreement”). The terms of the Credit Facility are set forth in that certain Term Loan Credit Agreement, dated as of January 7, 2026 (the “Credit Agreement”), by and among the Borrowers (as defined in the Credit Agreement), WTW, as the parent, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

The proceeds of the Credit Facility will be used (i) to finance a portion of the Newfront Acquisition, (ii) to refinance certain outstanding indebtedness of WTW and its subsidiaries, and (iii) for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes.

Amounts outstanding under the Credit Facility shall bear interest, at the Borrowers’ option, at a rate equal to (i) the Term SOFR rate plus an applicable margin of 0.625% to 1.250% (based upon WTW’s guaranteed senior-unsecured long term debt rating) or (ii) the base rate plus an applicable margin of 0.00% to 0.250% (based upon WTW’s guaranteed senior-unsecured long term debt rating). In addition, the Borrowers will pay a commitment fee in an amount equal to 0.055% to 0.140% (based upon WTW’s guaranteed senior-unsecured long term debt rating) on the unused amount of commitments under the Credit Facility.

The Credit Facility may be drawn in up to four borrowings during the period commencing on the date of the consummation of the Newfront Acquisition and ending on the earliest of (i) the Termination Date (as defined in the Newfront Acquisition Agreement, as it may be extended in accordance with Section 9.1(b) of the Newfront Acquisition Agreement as in effect on December 9, 2025), (ii) the date that is six months after the consummation of the Newfront Acquisition, (iii) the public announcement of the abandonment of the Newfront Acquisition by WTW, TA or any other Borrower, (iv) the termination of the Newfront Acquisition Agreement in accordance with its terms and (v) after the date of the fourth borrowing under the Credit Facility. Each borrowing under the Credit Facility is subject to customary conditions, including, solely in the case of drawings that are not used to fund the Newfront Acquisition, the accuracy and completeness in all material respects of all representations and warranties in the loan documentation and that no default under the Credit Facility shall exist, or would result from such borrowing or the application of the proceeds thereof.

Voluntary prepayment is permitted under the Credit Facility without penalty or premium in amounts greater than $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding.

WTW and its subsidiaries are subject to various affirmative and negative covenants and reporting obligations under the Credit Facility. These include, among others, limitations on indebtedness of non-loan parties, liens, certain investments, fundamental changes, sale of all or substantially all of the assets of WTW and its subsidiaries (on a consolidated basis), and maintenance of certain financial covenants. Events of default under the Credit Facility include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, defaults under other material indebtedness, judgments and specified insolvency-related events, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The obligations of the Borrowers under the Credit Facility are guaranteed by WTW and certain of its subsidiaries pursuant to that certain Guaranty Agreement, dated as of January 7, 2026 (the “Guaranty”), among TA, WTW, the other guarantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The obligations of the Borrowers under the Credit Facility are unsecured.

2

The description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference under this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Term Loan Credit Agreement, dated as of January 7, 2026, among Trinity Acquisition plc and its indirect subsidiary, Willis North America Inc., Willis Towers Watson Public Limited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 9, 2026				WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
				By:		/s/ Andrew Krasner
						Andrew Krasner
						Chief Financial Officer

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FAQ

What financing agreement did Willis Towers Watson (WTW) enter on January 7, 2026?

Willis Towers Watson Public Limited Company entered into a $775,000,000 delayed draw term loan facility under a Term Loan Credit Agreement dated January 7, 2026, among Trinity Acquisition plc, Willis North America Inc., WTW as parent, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent.

How will Willis Towers Watson use the $775 million credit facility?

The proceeds of the credit facility will be used to finance a portion of the Newfront Acquisition, to refinance certain outstanding indebtedness of WTW and its subsidiaries, and for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes.

What are the key interest terms of WTW’s new term loan facility?

Amounts outstanding will bear interest, at the borrowers’ option, at either the Term SOFR rate plus a margin of 0.625% to 1.250% or the base rate plus a margin of 0.00% to 0.250%, with the applicable margin in each case based on WTW’s guaranteed senior‑unsecured long‑term debt rating. A commitment fee of 0.055% to 0.140%, also rating‑based, applies to unused commitments.

When does the Willis Towers Watson $775 million credit facility mature?

The credit facility will mature on the earlier of the third anniversary of the initial borrowing of loans under the facility and the third anniversary of the date that is two months after consummation of the Newfront Acquisition.

What conditions and covenants apply to WTW’s new credit facility?

Each borrowing is subject to customary conditions, including, for uses other than funding the Newfront Acquisition, the accuracy and completeness in all material respects of representations and warranties and the absence of defaults. WTW and its subsidiaries are subject to various affirmative and negative covenants, including limits on indebtedness of non‑loan parties, liens, certain investments, fundamental changes and asset sales, plus maintenance of certain financial covenants, along with standard events of default.

Is the new Willis Towers Watson term loan secured and who guarantees it?

The obligations of the borrowers under the credit facility are unsecured but are guaranteed by WTW and certain of its subsidiaries pursuant to a Guaranty Agreement dated January 7, 2026, among Trinity Acquisition plc, WTW, other guarantors and JPMorgan Chase Bank, N.A. as administrative agent.

Can Willis Towers Watson prepay the $775 million term loan without penalty?

Voluntary prepayment is permitted without penalty or premium in amounts greater than $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or, if less, the entire outstanding principal amount.