Attached files
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| EX-10.1 - EX.10.1 - CREDIT AGREEMENT - WILLIS TOWERS WATSON PLC | mm08-1010_8ke101.htm |
| EX-10.2 - EX.10.2 - GUARANTY AGREEMENT - WILLIS TOWERS WATSON PLC | mm08-1010_8ke102.htm |
| EX-99.1 - EX.99.1 - WILLIS FACT BOOK QTR. FOR ENDED 06/30/10 - WILLIS TOWERS WATSON PLC | mm08-1010_8ke991.htm |
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): August 9, 2010
Willis
Group Holdings Public Limited Company
(Exact
name of registrant as specified in its charter)
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Ireland
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001-16503
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98-0352587
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On August
9, 2010, Willis Group Holdings Public Limited Company (“Willis”), together with
its wholly owned subsidiary, Willis North America Inc. (“WNA”), entered into a
$200 million multicurrency revolving credit facility, including a $100 million
US dollar letter of credit sub-facility, that will mature on October 1, 2013
(the “Credit Facility”). The terms of the Credit Facility are set
forth in the Credit Agreement, dated as of August 9, 2010 (the “Credit
Agreement”), among WNA, as the borrower, Willis, as the parent, the lenders
party thereto and Bank of America, N.A., as Administrative Agent and L/C
Issuer. Proceeds of the loans and other credit extensions under the
Credit Facility will be available for working capital, capital expenditures,
permitted acquisitions and other lawful corporate purposes.
Amounts
outstanding under the Credit Facility shall bear interest at a rate equal to
(a) for Eurocurrency Rate Loans, LIBOR plus 2.00% to 3.25%
plus the
Mandatory Cost (as defined in the Credit Agreement), and (b) for Base Rate
Loans, the highest of (i) the Federal Funds Rate plus 1/2 of 1%,
(ii) the “prime rate” as announced by Bank of America, N.A., and (iii)
LIBOR plus 1.00%, plus 1.00% to 2.25%,
in each case, based upon WNA’s non-credit-enhanced senior-unsecured long term
debt rating. In addition, WNA will pay (a) a commitment fee equal to
0.35% to 0.75% of the committed amount of the Credit Facility that has not been
borrowed and (b) a letter of credit fee for each outstanding letter of credit
equal to (i) the daily amount available to be drawn under such letter of credit
times (ii)
2.00% to 3.25%, in each case, based upon WNA’s non-credit-enhanced
senior-unsecured long term debt rating.
Conditions
to borrowing under the Credit Facility include 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 in amounts
greater than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or,
in each case, if less, the entire principal amount thereof then
outstanding. In addition, the Credit Facility requires mandatory
prepayment in certain circumstances.
Willis is
subject to various affirmative and negative covenants and reporting obligations
under the Credit Facility. These include, among others, limitations
on indebtedness, liens, sale and leaseback transactions, investments,
fundamental changes, assets sales and affiliate transactions. Events
of default under the Credit Facility include non-payment of amounts due to the
lenders, violation of covenants, defaults under other material indebtedness,
judgments and specified insolvency-related events, subject to, in certain
instances, specified thresholds, cure periods and exceptions. The
obligations of WNA under the Credit Facility are guaranteed by Willis and
certain of its subsidiaries pursuant to the Guaranty Agreement, dated as of
August 9, 2010 (the “Guaranty”), among WNA, Willis, the other guarantors party
thereto and Bank of America, N.A., as Administrative Agent. The
obligations of Willis under the Credit Facility are unsecured.
This
description of the Credit Facility does not purport to be complete and is
qualified in its entirety by reference to each of the Credit Agreement and the
Guaranty, copies of which are attached as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 2.03. Creation of
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 hereby incorporated by
reference under this Item 2.03.
Item 7.01. Regulation
FD Disclosure.
On August
11, 2010, Willis posted its Fact Book for the Quarter Ended June 30, 2010 to its
website, which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
2
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(d)
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Exhibits
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Exhibit
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Number
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Description
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10.1
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Credit
Agreement, dated as of August 9, 2010, among Willis North America Inc.,
Willis Group Holdings Public Limited Company, the lenders party thereto
and Bank of America, N.A., as Administrative Agent and L/C
Issuer
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10.2
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Guaranty
Agreement, dated as of August 9, 2010, among Willis North America Inc.,
Willis Group Holdings Public Limited Company, the other guarantors party
thereto and Bank of America, N.A., as Administrative
Agent
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99.1
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Willis
Fact Book for the Quarter Ended June 30,
2010
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3
Pursuant
to the requirement 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.
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Date:
August 11, 2010
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WILLIS GROUP HOLDINGS
PUBLIC
LIMITED COMPANY
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By:
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/s/
Adam G. Ciongoli
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Name:
Adam G. Ciongoli
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Title:
Group General Counsel
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4
INDEX
TO EXHIBITS
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Exhibit
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Number
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Description
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10.1
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Credit
Agreement, dated as of August 9, 2010, among Willis North America Inc.,
Willis Group Holdings Public Limited Company, the lenders party thereto
and Bank of America, N.A., as Administrative Agent and L/C
Issuer
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10.2
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Guaranty
Agreement, dated as of August 9, 2010, among Willis North America Inc.,
Willis Group Holdings Public Limited Company, the other guarantors party
thereto and Bank of America, N.A., as Administrative
Agent
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99.1
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Willis
Fact Book for the Quarter Ended June 30,
2010
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5