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Willis North America Inc. Announces Consideration For Cash Tender Offers

NEW YORK, Aug. 8, 2013 (GLOBE NEWSWIRE) -- Willis North America Inc. ("WNA"), a subsidiary of Willis Group Holdings plc (NYSE:WSH) ("Willis"), the global risk advisor, insurance, and reinsurance broker, announced today the applicable reference yields and consideration payable in connection with its previously announced cash tender offers (the "Tender Offers") commenced on July 25, 2013, for (1) any and all of its 5.625% Senior Notes due 2015 (the "Any and All Notes") and (2) up to a maximum amount of its 6.200% Senior Notes due 2017 and 7.000% Senior Notes due 2019 (collectively, the "Maximum Tender Offer Notes" and together with the Any and All Notes, the "Notes"). The Tender Offers are being made solely pursuant to WNA's Offer to Purchase (the "Offer to Purchase") dated July 25, 2013, and the related Letter of Transmittal (the "Letter of Transmittal").

The table below sets forth for each series of Notes, among other things, the applicable Reference Yield (as defined the Offer to Purchase) and Total Consideration (as defined in the Offer to Purchase) payable for each $1,000 in principal amount of Notes tendered and accepted for purchase pursuant to the Tender Offers:

Title of Notes CUSIP
Number
Principal
Amount
Outstanding
Acceptance
Priority
Level
UST
Reference
Security
Reference
Yield
Fixed
Spread
(bps)
Early
Tender
Payment(1)
Total
Consideration(1)(2)
Accrued
Interest(1)
Any and All Notes:
5.625% Senior Notes due 2015 970648AB7 $350,000,000 1 0.375% U.S. Treasury Notes due 6/30/2015 0.30% 80 $30 1,084.80 5.78
Maximum Tender Offer Notes:
6.200% Senior Notes due 2017 970648AD3 $600,000,000 2 1.375% U.S. Treasury Notes due 6/30/2018 1.34% 110 $30 1,128.99 24.8
7.000% Senior Notes due 2019 970648AE1 $300,000,000 3 1.375% U.S. Treasury Notes due 6/30/2018 1.34% 225 $30 1,185.65 30.53
(1) Per $1,000 principal amount of the Notes tendered and accepted for purchase.
(2) Based on the Reference Yield (as defined in the Offer to Purchase) of the applicable UST Reference Security (as defined in the Offer to Purchase) as of 3:00 p.m., New York City time on August 8, 2013 as determined by the Dealer Managers (as defined below), and excludes accrued and unpaid interest. The Total Consideration includes the Early Tender Payment (as defined in the Offer to Purchase).

Notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on August 7, 2013 (the "Early Tender Date") will be eligible to receive the applicable Total Consideration listed in the table above, which includes the applicable Early Tender Payment (as defined in the Offer to Purchase). Holders of Notes validly tendered and not withdrawn after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on August 21, 2013 (such date and time, as may be extended, the "Expiration Date") and accepted for purchase will be eligible to receive the applicable Tender Offer Consideration, namely the applicable Total Consideration minus the applicable Early Tender Payment specified in the table above. Payment for the Notes validly tendered and accepted pursuant to the Tender Offers will be made promptly following the Expiration Date (the "Settlement Date"). The Settlement Date is expected to be August 22, 2013, the first business day following the Expiration Date. In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer to Purchase) on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date.

The Withdrawal Deadline (as defined in the Offer to Purchase) has passed and has not been extended. Holders of Notes who validly tendered their Notes prior to the Withdrawal Deadline, and holders of Notes who validly tender their Notes after the Withdrawal Deadline but on or prior to the Expiration Date, may not withdraw their tendered Notes unless we are required to extend withdrawal rights under applicable law.

The Tender Offers are conditioned upon certain conditions described in the Offer to Purchase, including a financing condition. WNA expressly reserves the right, in its sole discretion, subject to applicable law, to amend, extend or terminate any Tender Offer at any time prior to the Expiration Date. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered.

WNA has retained Barclays Capital Inc. and Morgan Stanley & Co. Inc. to act as Dealer Managers (the "Dealer Managers") for the Tender Offers. Epiq Systems has been retained to act as the tender and information agent (the "Tender and Information Agent") for the Tender Offers. For additional information regarding the terms of the Tender Offers, please contact the Dealer Managers at Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or at Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). Requests for documents and questions regarding the tendering of the Notes may be directed to the Tender and Information Agent at (646) 282-2500 (for banks and brokers only) or (866) 734-9393 (for all others toll-free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or a solicitation of tenders with respect to, 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. The Tender Offers are being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal made available to holders of the Notes. None of WNA, Willis, the Dealer Managers, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase and the related Letter of Transmittal, consult their own investment and tax advisers and make their own decisions whether to tender Notes, and, if so, the principal amount of Notes to tender.

About Willis

Willis Group Holdings plc is a leading global risk advisor, insurance and reinsurance broker. With roots dating to 1828, Willis operates today on every continent, with approximately 17,500 employees in over 400 offices. Willis offers its clients superior expertise, teamwork, innovation and market-leading products and professional services in risk management and transfer. Our experts rank among the world's leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events. Find more information at our website, www.willis.com, our leadership journal, Resilience, or our up-to-the-minute blog on breaking news, WillisWire. Across geographies, industries and specialisms, Willis provides its local and multinational clients with resilience for a risky world.

Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, growth in commissions and fees, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, are forward-looking statements. Also, when we use the words such as, "aim", "anticipate", "believe", "estimate", "expect", "intend", "plan", "probably", or similar expressions, we are making forward-looking statements. There are important uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this press release, including the following:

  • the impact of any regional, national or global political, economic, business, competitive, market, environmental or regulatory conditions on our global business operations;
  • the impact of current financial market conditions on our results of operations and financial condition, including as a result of those associated with the current Eurozone crisis, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions;
  • our ability to implement and realize anticipated benefits of any expense reduction initiative, charge or any revenue generating initiatives;
  • our ability to implement and fully realize anticipated benefits of our new growth strategy;
  • volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control;
  • our ability to continue to manage our significant indebtedness;
  • our ability to compete effectively in our industry, including the impact of our refusal to accept contingent commissions from carriers in the non-Human Capital areas of our retail brokerage business;
  • material changes in commercial property and casualty markets generally or the availability of insurance products or changes in premiums resulting from a catastrophic event, such as a hurricane;our ability to retain key employees and clients and attract new business;
  • the timing or ability to carry out share repurchases and redemptions;
  • the timing or ability to carry out refinancing or take other steps to manage our capital and the limitations in our long-term debt agreements that may restrict our ability to take these actions;
  • fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets;
  • any fluctuations in exchange and interest rates that could affect expenses and revenue;
  • the potential costs and difficulties in complying with a wide variety of foreign laws and regulations and any related changes, given the global scope of our operations;
  • rating agency actions that could inhibit our ability to borrow funds or the pricing thereof;
  • a significant decline in the value of investments that fund our pension plans or changes in our pension plan liabilities or funding obligations;
  • our ability to achieve the expected strategic benefits of transactions, including any growth from associates;
  • further impairment of the goodwill of one of our reporting units, in which case we may be required to record additional significant charges to earnings;
  • our ability to receive dividends or other distributions in needed amounts from our subsidiaries;
  • changes in the tax or accounting treatment of our operations and fluctuations in our tax rate;
  • any potential impact from the US healthcare reform legislation;
  • our involvements in and the results of any regulatory investigations, legal proceedings and other contingencies;
  • underwriting, advisory or reputational risks associated with non-core operations as well as the potential significant impact our non-core operations (including the Willis Capital Markets & Advisory operations) can have on our financial results;
  • our exposure to potential liabilities arising from errors and omissions and other potential claims against us; and
  • the interruption or loss of our information processing systems or failure to maintain secure information systems.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information see the section entitled ''Risk Factors'' included in Willis' Form 10-K for the year ended December 31, 2012 and Willis' subsequent filings with the Securities and Exchange Commission. Copies are available online at http://www.sec.gov or www.willis.com.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this press release, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur, and we caution you against unduly relying on these forward-looking statements.

CONTACT: Investors: Peter Poillon +1 212 915-8084 Email: peter.poillon@willis.com Media: Miles Russell +44 203 124-7446 Email: miles.russell@willis.comSource:Willis Group Holdings