Willis North America Inc. Announces Cash Tender Of
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NEW YORK, July 25, 2013 (GLOBE NEWSWIRE) -- Willis North America Inc. ("WNA"), a subsidiary of Willis Group Holdings plc (NYSE: WSH ) (the "Company"), the global risk advisor, insurance, and reinsurance broker, announced today that it has commenced cash tender offers (the "Tender Offers") 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 the 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") such that the aggregate principal amount of the Maximum Tender Offer Notes tendered and accepted for purchase is equal to $500,000,000 principal amount of Notes less the aggregate principal amount of the Any and All Notes tendered and accepted for purchase. The purpose of the Tender Offers is to refinance a portion of the Company's outstanding indebtedness and thereby extend the maturities of its long-term indebtedness and reduce its interest expense.
Notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on August 7, 2013 (the "Early Tender Date") will be eligible to receive the applicable Total Consideration (as defined in the Offer to Purchase), which includes the applicable Early Tender Payment (as defined in the Offer to Purchase). WNA will make a cash payment to each holder of the Notes of the applicable Total Consideration (calculated in accordance with the Offer to Purchase) based on the yield to maturity of the U.S. Treasury reference securities specified in the table below (the "UST Reference Security") as determined at 3:00 p.m. New York City time, on August 8, 2013, as the same may be extended (the "Pricing Date"), plus a fixed spread, for the Notes validly tendered on or prior to the Early Tender Date, and accepted for purchase, each as more fully described in the Offer to Purchase dated July 25, 2013 (the "Offer to Purchase") and related Letter of Transmittal.
Notes validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on August 21, 2013 (the "Expiration Date") will be eligible to receive the applicable Tender Offer Consideration (as defined in the Offer to Purchase), namely the applicable Total Consideration minus the applicable Early Tender Payment specified in the table below.
Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on August 7, 2013 (such date and time, as it may be extended, the "Withdrawal Deadline") may withdraw such tendered Notes at any time on or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless we are required to extend withdrawal rights under applicable law. Acceptance of tendered Notes may be subject to priority and proration as described in the Offer to Purchase. WNA reserves the right, but is not obligated, to increase the Maximum Tender Offer Amount without extending withdrawal rights, subject to compliance with applicable law.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date (as defined in the Offer to Purchase).
| Title of Notes | CUSIP Number | Principal Amount Outstanding | Acceptance Priority Level | UST Reference Security | Bloomberg Reference Page | Fixed Spread (bps) | Early Tender Payment (1) | Hypothetical Total Consideration (1)(2) |
| 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 | FIT1 | 80 | $30 | $1,084.01 |
| 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 | FIT1 | 110 | $30 | $1,127.33 |
| 7.000% Senior Notes due 2019 | 970648AE1 | $300,000,000 | 3 | 1.375% U.S. Treasury Notes due 6/30/2018 | FIT1 | 225 | $30 | $1,182.94 |
| (1) Per $1,000 principal amount of 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 of 3:00 p.m., New York City time on July 24, 2013 and the expected Settlement Date (as defined in the Offer to Purchase), and excludes accrued and unpaid interest. The hypothetical Total Consideration should be used solely for the purpose of obtaining an understanding of the calculation of the Total Consideration, as quoted at hypothetical rates and times, and should not be used or relied upon for any other purpose. | ||||||||
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 terminate the Tender Offers 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 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 the solicitation of tenders with respect to, the Notes. 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, the Company, 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 more than 17,000 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.
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