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): (March 30, 2011)
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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On March 30, 2011 Willis Group Holdings Public Limited Company (“Willis”), together with Willis North America Inc. (“WNA”), amended (i) the credit agreement, dated as of October 1, 2008, among WNA, as the borrower, Willis, as the parent, the lenders party thereto, Bank of America, N.A., as administrative agent and others (the “2008 Credit Agreement”), and (ii) the revolving credit agreement, dated as of August 9, 2010, among WNA, as the borrower, Willis, as the parent, the lenders party thereto, Bank of America, N.A., as administrative agent and others (the “2010 Credit Agreement” and together with the 2008 Credit Agreement, the “Credit Agreements”).
The amendments increase the Consolidated Leverage Ratio applicable to certain Restricted Payments (including share repurchases), such that as long as before and after giving effect to such Restricted Payment (and any Indebtedness incurred or repaid in connection therewith), the pro forma Consolidated Leverage Ratio is not greater than 2.75 to 1.00 (rather than 2.50 to 1.00 prior to the amendment) and certain other conditions are met, Willis and its subsidiaries may make Restricted Payments not otherwise permitted under the Credit Agreements (capitalized terms having the meaning set forth in the Credit Agreements).
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Fifth Amendment, dated as of March 30, 2011, to the Credit Agreement, dated as of October 1, 2008, among Willis North America Inc., Willis Group Holdings Public Limited Company, the lenders party thereto, Bank of America, N.A., as Administrative Agent and others
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10.2
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First Amendment, dated as of March 30, 2011, to the Credit Agreement, dated as of August 9, 2010, among Willis North America Inc., Willis Group Holdings Public Limited Company, the lenders party thereto, Bank of America, N.A., as Administrative Agent and others
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2
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: March 31, 2011
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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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3
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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Fifth Amendment, dated as of March 30, 2011, to the Credit Agreement, dated as of October 1, 2008, among Willis North America Inc., Willis Group Holdings Public Limited Company, the lenders party thereto, Bank of America, N.A., as Administrative Agent and others
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10.2
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First Amendment, dated as of March 30, 2011, to the Credit Agreement, dated as of August 9, 2010, among Willis North America Inc., Willis Group Holdings Public Limited Company, the lenders party thereto, Bank of America, N.A., as Administrative Agent and others
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4
EXHIBIT 10.1
Execution Version
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of March 30, 2011 (this “Amendment”), is entered into among WILLIS NORTH AMERICA INC., a Delaware corporation (the “Borrower”), WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY, a company incorporated under the laws of Ireland having company number 475616 (the “Parent”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
RECITALS
A. The Borrower, the Parent, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of October 1, 2008 (as amended and modified from time to time, including by this Amendment, the “Credit Agreement”).
B. The parties hereto have agreed to amend the Credit Agreement as provided herein.
C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
AGREEMENT
1. Amendment to Section 7.07 (Negative Covenants; Restricted Payments). Clause (g) of Section 7.07 of the Credit Agreement is hereby amended by deleting the reference to “2.50 to 1.00” therein and replacing it with “2.75 to 1.00” in lieu thereof.
2. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction of each of the following conditions:
(a) Executed Documents. The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, the Required Lenders and the Administrative Agent.
(b) Fees and Expenses. The Borrower shall have paid (i) to the Administrative Agent (or its applicable affiliate), all fees and expenses required to be paid on or before the date hereof in connection with this Amendment, in accordance with Section 10.04 of the Credit Agreement or any other Loan Document, and (ii) to the Administrative Agent for the benefit of each Lender consenting to this Amendment, as consideration for each such Lender’s consent, an amendment fee in an amount equal to (A) 0.05% times (B) the sum of (1) the aggregate Outstanding Amount of all Term Loans of such consenting Lender plus (2) the principal amount of such consenting Lender’s Dollar Revolving Credit Commitment plus (3) the principal amount of such consenting Lender’s Multicurrency Revolving Credit Commitment, provided that such fee shall only be paid to those Lenders whose signature page is actually received (whether as an original or via acceptable electronic transmission) by the Administrative Agent (or its counsel) on or prior to Noon (Eastern Time) on March 29, 2011.
3. Ratification of Loan Documents. Each of the Parent and the Borrower acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents (as amended hereby).
4. Authority/Enforceability. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) No consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it or any of its Subsidiaries.
5. Representations and Warranties of Borrower and Parent. Each of the Parent and the Borrower represents and warrants that after giving effect to this Amendment (a) the representations and warranties of (i) the Parent and the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) the making of the representation and warranty contained in Section 5.04(b) of the Credit Agreement and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.
6. Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or electronic mail shall be effective as an original.
7. Reference to the Effect of the Credit Agreement.
(a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document.
(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
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Administrative Agent under the Credit Agreement, nor constitute a waiver or amendment of any other provision of the Credit Agreement or for any purpose except as expressly set forth herein.
8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF FULLY SET FORTH HEREIN.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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BORROWER:
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WILLIS NORTH AMERICA INC.
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By:
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/s/ Adam G. Ciongoli
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Name:
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Adam G. Ciongoli
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Title:
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Secretary
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PARENT:
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WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY
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GIVEN under common seal of
WILLIS GROUP HOLDING PUBLIC LIMITED
COMPANY and delivered as a deed
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| /s/ Michael K. Neborak | ||||
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Director/Sealing Committee Member
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/s/ Adam G. Ciongoli
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Director/Secretary/Sealing Committee Member
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Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
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ADMINISTRATIVE
AGENT:
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BANK OF AMERICA, N.A.
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By:
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/s/ Jacob Garcia
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Name:
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Jacob Garcia
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Title:
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Vice President
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LENDERS:
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BANK OF AMERICA, N.A.
as a Lender and the Swing Line Lender
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By:
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/s/ Jacob Garcia
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Name:
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Jacob Garcia
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Title:
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Vice President
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/ Erin O'Rourke
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Name:
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Erin O'Rourke
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Title:
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Managing Director
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THE ROYAL BANK OF SCOTLAND PLC
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By:
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/s/ Simon Costello
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Name:
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Simon Costello
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Title:
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Fl Portfolio Management
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SUNTRUST BANK
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By:
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/s/ K. Scott Bazemore
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Name:
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K. Scott Bazemore
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Title:
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Vice President
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ING CAPITAL LLC
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By:
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/s/ Mark R. Newsome
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Name:
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Mark R. Newsome
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Title:
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Managing Director
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Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
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LLOYDS TSB BANK PLC
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By:
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/s/ Alastair Jones
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Name:
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Alastair Jones
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Title:
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Relationship Manager
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MORGAN STANLEY BANK
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By:
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/s/ Harry Comninellis
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Name:
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Harry Comninellis
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Title:
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Authorized Signatory
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BARCLAYS BANK PLC
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By:
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/s/ Martin French
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Name:
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Martin French
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Title:
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Director – Debt Finance
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
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By:
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/s/ Glenn Schuermann
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Name:
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Glenn Schuermann
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Title:
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Authorized Signatory
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SCOTIABANK EUROPE PLC
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By:
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/s/ Bram Cartmell
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Name:
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Bram Cartmell
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Title:
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Director
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PNC BANK, NATIONAL ASSOCIATION
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By:
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/s/ Daniel R. Raynor
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Name:
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Daniel R. Raynor
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Title:
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Senior Vice President
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Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
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MANUFACTURERS AND TRADERS TRUST COMPANY
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By:
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/s/ John H. Lewin
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Name:
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John Lewin
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Title:
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Vice President
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COMERICA BANK
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By:
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/s/ Aurora Battaglia
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Name:
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Aurora Battaglia
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Title:
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Vice President
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DANSKE BANK
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By:
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/s/ Peter Hughes
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/s/ C. Power | |||
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Name:
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Peter Hughes
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C. Power | |||
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Title:
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Deputy General Manager
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Manager | |||
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THE NORTHERN TRUST COMPANY
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By:
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/s/ Michael Kingsley
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Name:
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Michael Kingsley
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Title:
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Senior Vice President
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ALLIED IRISH BANKS, P.L.C.
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By:
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/s/ Shreya Shah
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/s/ Michael Reilly | |||
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Name:
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Shreya Shah
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Michael Reilly | |||
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Title:
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Vice President
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Vice President
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BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
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By:
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/s/ Shaohui Yang
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Name:
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Shaohui Yang
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Title:
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Deputy General Manager
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Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
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MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. (NEW YORK BRANCH)
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By:
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/s/ Priscilla Hsing
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Name:
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Priscilla Hsing
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Title:
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Vice President & Deputy General Manager
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CHANG HWA COMMERCIAL BANK
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By:
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/s/ Eric Y.S. Tsai
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Name:
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Eric Y.S. Tsai
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Title:
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V.P. & General Manager
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Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
EXHIBIT 10.2
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 30, 2011 (this “Amendment”), is entered into among WILLIS NORTH AMERICA INC., a Delaware corporation (the “Borrower”), WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY, a company incorporated under the laws of Ireland having company number 475616 (the “Parent”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
RECITALS
A. The Borrower, the Parent, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of August 9, 2010 (as amended and modified from time to time, including by this Amendment, the “Credit Agreement”).
B. The parties hereto have agreed to amend the Credit Agreement as provided herein.
C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
AGREEMENT
1. Amendment to Section 7.07 (Negative Covenants; Restricted Payments). Clause (f) of Section 7.07 of the Credit Agreement is hereby amended by deleting the reference to “2.50 to 1.00” therein and replacing it with “2.75 to 1.00” in lieu thereof.
2. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction of each of the following conditions:
(a) Executed Documents. The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, the Required Lenders and the Administrative Agent.
(b) Fees and Expenses. The Borrower shall have paid (i) to the Administrative Agent (or its applicable affiliate), all fees and expenses required to be paid on or before the date hereof in connection with this Amendment, in accordance with Section 10.04 of the Credit Agreement or any other Loan Document, and (ii) to the Administrative Agent for the benefit of each Lender consenting to this Amendment, as consideration for each such Lender’s consent, an amendment fee in an amount equal to 0.05% times the principal amount of such consenting Lender’s Commitment, provided that such fee shall only be paid to those Lenders whose signature page is actually received (whether as an original or via acceptable electronic transmission) by the Administrative Agent (or its counsel) on or prior to Noon (Eastern Time) on March 29, 2011.
3. Ratification of Loan Documents. Each of the Parent and the Borrower acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents (as amended hereby).
4. Authority/Enforceability. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) No consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it or any of its Subsidiaries.
5. Representations and Warranties of Borrower and Parent. Each of the Parent and the Borrower represents and warrants that after giving effect to this Amendment (a) the representations and warranties of (i) the Parent and the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) the making of the representation and warranty contained in Section 5.04(b) of the Credit Agreement and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.
6. Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or electronic mail shall be effective as an original.
7. Reference to the Effect of the Credit Agreement.
(a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document.
(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
2
Administrative Agent under the Credit Agreement, nor constitute a waiver or amendment of any other provision of the Credit Agreement or for any purpose except as expressly set forth herein.
8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF FULLY SET FORTH HEREIN.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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BORROWER:
|
WILLIS NORTH AMERICA INC.
|
|||
|
By:
|
/s/ Adam G. Ciongoli
|
|||
|
Name:
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Adam G. Ciongoli
|
|||
|
Title:
|
Secretary
|
|||
|
PARENT:
|
WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY
|
|||
|
GIVEN under common seal of
WILLIS GROUP HOLDING PUBLIC LIMITED
COMPANY and delivered as a deed
|
||||
| /s/ Michael K. Neborak | ||||
|
Director/Sealing Committee Member
|
||||
|
/s/ Adam G. Ciongoli
|
||||
|
Director/Secretary/Sealing Committee Member
|
||||
Willis North America, Inc.
First Amendment to Credit Agreement
Signature Pages
|
ADMINISTRATIVE
AGENT:
|
BANK OF AMERICA, N.A.
|
||
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By:
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/s/ Jacob Garcia
|
||
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Name:
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Jacob Garcia
|
||
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Title:
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Vice President
|
||
|
LENDERS:
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BANK OF AMERICA, N.A.
as a Lender and the Swing Line Lender
|
||
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By:
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/s/ Jacob Garcia
|
||
|
Name:
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Jacob Garcia
|
||
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Title:
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Vice President
|
||
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THE ROYAL BANK OF SCOTLAND PLC
|
|||
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By:
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/s/ Simon Costello
|
||
|
Name:
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Simon Costello
|
||
|
Title:
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Fl Portfolio Management
|
||
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SUNTRUST BANK
|
|||
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By:
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/s/ K. Scott Bazemore
|
||
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Name:
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K. Scott Bazemore
|
||
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Title:
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Vice President
|
||
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LLOYDS TSB BANK PLC
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|||
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By:
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/s/ Alastair Jones
|
||
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Name:
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Alastair Jones
|
||
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Title:
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Relationship Manager
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||
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BARCLAYS BANK PLC
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|||
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By:
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/s/ Alastair Jemmett
|
||
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Name:
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Alastair Jemmett
|
||
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Title:
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Director
|
||
Willis North America, Inc.
First Amendment to Credit Agreement
Signature Pages
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
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|||
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By:
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/s/ Glenn Schuermann
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||
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Name:
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Glenn Schuermann
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||
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Title:
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Authorized Signatory
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||
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SCOTIABANK EUROPE PLC
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|||
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By:
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/s/ Bram Cartmell
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||
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Name:
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Bram Cartmell
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||
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Title:
|
Director
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||
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PNC BANK, NATIONAL ASSOCIATION
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|||
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By:
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/s/ Daniel R. Raynor
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||
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Name:
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Daniel R. Raynor
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||
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Title:
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Senior Vice President
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||
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MANUFACTURERS AND TRADERS TRUST COMPANY
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|||
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By:
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/s/ John H. Lewin
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||
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Name:
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John H. Lewin III
|
||
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Title:
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Vice President
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||
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COMERICA BANK
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|||
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By:
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/s/ Aurora Battaglia
|
||
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Name:
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Aurora Battaglia
|
||
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Title:
|
Vice President
|
||
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THE NORTHERN TRUST COMPANY
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|||
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By:
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/s/ Michael Kingsley
|
||
|
Name:
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Michael Kingsley
|
||
|
Title:
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Senior Vice President
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||
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WELLS FARGO BANK, NATIONAL ASSOCIATION
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By:
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/s/ David Bendel
|
||
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Name:
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David Bendel
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||
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Title:
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Director
|
||
Willis North America, Inc.
First Amendment to Credit Agreement
Signature Pages
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CITIBANK, N.A.
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By:
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/s/ Peter C. Bickford
|
||
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Name:
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Peter C. Bickford
|
||
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Title:
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Vice President
|
||
Willis North America, Inc.
First Amendment to Credit Agreement
Signature Pages