Willis starts cash tender offers for 5.625%, 6.2%, 7% senior notes

By Toni Weeks

San Luis Obispo, Calif., July 25 - Willis Group Holdings plc subsidiary Willis NA Inc. announced the start of cash tender offers for any and all of its $350 million of 5.625% senior notes due 2015 and up to a maximum amount of its $600 million of 6.2% senior notes due 2017 and its $300 million of 7% senior notes due 2019. The aggregate maximum amount of 6.2% and 7% notes the company will accept will be equal to $500 million minus the principal amount of tendered 5.625% notes.

The purpose of the tender offers is to refinance a portion of the company's outstanding indebtedness, thereby extending the maturities of its long-term debt and reducing interest debt, according to a press release.

Notes tendered by 5 p.m. ET on Aug. 7 will receive the total consideration, which includes a $30 early tender payment. Holders who tender after the early tender date but prior to 11:59 p.m. ET on Aug. 21, the expiration date, will not receive the early tender payment.

The price will be based on the yield to maturity of the U.S. Treasury reference security specified in the table below as determined at 3 p.m. ET on Aug. 8, plus a fixed spread. The notes are listed in order of acceptance priority in the table.

Holders will also receive accrued interest from the last interest payment date up to but not including the settlement date.

Notes may be withdrawn prior to the early tender date.

The tender offers are conditioned on a financing condition but not on a minimum principal amount of notes being tendered.

Barclays (800 438-3242 or collect 212 528-7581) and Morgan Stanley & Co. LLC (800 624-1808 or collect 212 761-1057) are the dealer managers. Epiq Systems (646 282-2500 for banks and brokers only or 866 734-9393 for all others) is the tender and information agent.

Willis group is a global risk advisor, insurance and reinsurance broker based in London.

Notes Reference security Fixed spread

5.625% senior notes due 2015 0.375% Treasury due 6/30/2015 80 bps

6.2% senior notes due 217 1.375% Treasuries due 6/30/2018 110 bps

7% senior notes due 2019 1.375% Treasuries due 6/30/2018 225 bps

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