NEW YORK, Aug. 8, 2013 (GLOBE NEWSWIRE) -- Willis Group Holdings plc (NYSE:WSH) ("Willis"), the global risk advisor, insurance, and reinsurance broker, today announced pricing of a registered offering by Trinity Acquisition plc ("Trinity"), an indirect wholly-owned subsidiary of Willis, of Trinity's $250 million aggregate principal amount of 4.625% senior unsecured notes due August 15, 2023 (the "2023 Notes") and $275 million aggregate principal amount of 6.125% senior unsecured notes due August 15, 2043 (the "2043 Notes," and together with the 2023 Notes, the "New Notes"). Payment of principal and interest on the New Notes will be fully and unconditionally guaranteed by all the direct and indirect parent entities, including Willis, and certain direct and indirect subsidiary entities, of Trinity. Willis expects the offering to close on August 15, 2013, subject to customary closing conditions.
Trinity intends to use the net proceeds of the offering, together with cash on hand, to provide the total amount of funds required to complete the previously announced tender offers ("Tender Offers") of Willis North America Inc. ("WNA"), an indirect wholly-owned subsidiary of Willis, to repurchase (1) any and all of WNA's 5.625% Senior Notes due 2015 (the "Any and All Notes") and (2) up to a maximum amount of WNA's 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 "Tender Offer Notes"), including the payment of interest on the Tender Offer Notes purchased thereunder and all related fees and expenses. The maximum aggregate purchase price of the Tender Offer Notes will be $525 million (plus payment of tender premium and accrued interest). 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").
WNA's obligation to accept for purchase, and to pay for, Tender Offer Notes validly tendered pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including Willis having completed a public offering of senior debt securities issued in an amount sufficient, together with other available cash, to fund the purchase of the Tender Offer Notes validly tendered and accepted for purchase in the Tender Offers, to pay all Accrued Interest (as defined in the Offer to Purchase) on the Tender Offer Notes purchased and to pay all fees and expenses of the Tender Offers on or prior to the Settlement Date (as defined in the Offer to Purchase), on terms and conditions reasonably satisfactory to WNA (the "Financing Condition"). The offering of the New Notes, if successfully completed, will satisfy the Financing Condition. The Settlement Date of the Tender Offers is expected to be August 22, 2013.
The joint book-running managers for the offering of the New Notes are Barclays Capital Inc., Morgan Stanley & Co. LLC., J.P. Morgan Securities LLC, Lloyds Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC. Willis Capital Markets & Advisory is serving as transaction advisor to Trinity.
The public offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission. Interested parties may obtain copies of the prospectus and prospectus supplement by contacting:
- Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, phone: 1-888-603-5847 or by email: firstname.lastname@example.org
- Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department, email: email@example.com
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 offering of the New Notes may be made only by means of a prospectus supplement. 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 Tender Offer Notes.
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.
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.