UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2009
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WILLIS GROUP HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
001-16503 98-0352587
(Commission file number) (I.R.S. Employer Identification No.)
c/o Willis Group Limited
51 Lime Street, London, EC3M 7DQ, England
(Address of principal executive offices)
(011) 44-20-3124-6000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 4, 2009, Willis Group Holdings Limited ("Willis"), along with
its indirect wholly owned subsidiary, Willis North America Inc. ("WNA"), entered
into the second amendments effective as of February 4, 2009, for each of (i) the
Credit Agreement, dated as of October 1, 2008 (the "Five-Year Credit
Agreement"), among WNA, Willis, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent and Swing Line Lender, and Bank of America
Securities LLC, as Administrative Agent and Sole Lead Arranger, and (ii) the
364-Day Credit Agreement, dated as of October 1, 2008 (the "364-Day Credit
Agreement" and, together with the Five-Year Credit Agreement, collectively, the
"Credit Agreements"), among WNA, Willis, the Lenders party thereto and Bank of
America Securities LLC, as Administrative Agent and Sole Lead Arranger. Pursuant
to the amendments to the Credit Agreements, the following shall be excluded from
the amount of Consolidated Fixed Charges (as defined in each Credit Agreements)
for any period: (a) the amount of scheduled payments of principal of any senior
unsecured debt of Willis or any of its Subsidiaries made with proceeds of
certain equity or unsecured debt issuance and (b) the amount of scheduled
payments of principal of any debt made prior to the first day of the fiscal
quarter in which such principal payment is schedule to be made.
This description of the Second Amendments to the Five-Year Credit Agreement
and the 364-Day Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to each of the second amendments to the
Five-Year Credit Agreement and the 364-Day Credit Agreement, copies of which are
attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
- ----------- -----------
10.1 Second Amendment dated February 4, 2009 to the Five-Year Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and
Swing Line Lender and Bank of America Securities LLC, as
Administrative Agent and Sole Lead Arranger
10.2 Second Amendment dated February 4, 2009 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger
SIGNATURES
Pursuant to the requirements 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.
Willis Group Holdings Limited
By: /s/ Adam G. Ciongoli
-----------------------------
Adam G. Ciongoli
General Counsel
Date: February 5, 2009
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Second Amendment dated February 4, 2009 to the Five-Year Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and
Swing Line Lender and Bank of America Securities LLC, as
Administrative Agent and Sole Lead Arranger
10.2 Second Amendment dated February 4, 2009 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger
Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 4, 2009
(this "Amendment"), is entered into among WILLIS NORTH AMERICA INC., a Delaware
corporation (the "Borrower"), WILLIS GROUP HOLDINGS LIMITED, an exempted company
under the Companies Act 1981 of Bermuda (the "Parent"), the other Guarantors
identified on the signature pages hereto, 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, 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. Amendments.
(a) Section 1.01 of the Credit Agreement is amended by
inserting the following new definition among the existing definitions
set forth in such section in the appropriate alphabetical order:
"Refinanced Principal Payment" means, for any period,
a scheduled payment of principal of any senior unsecured
Indebtedness of the Parent or any of its Subsidiaries to the
extent such payment was made with, and substantially
concurrently with the receipt of, proceeds of either (a)
issuance of Equity Interests of the Parent or any Subsidiary,
or (b) unsecured Indebtedness of the Parent or any Subsidiary,
or a combination thereof, issued to or obtained, as
applicable, from a Person other than the Parent or one of its
Subsidiaries or Affiliates in a transaction permitted
hereunder and provided that in the case of clause (b) above,
the principal of such unsecured Indebtedness is not required
to be paid, whether by way of mandatory sinking fund,
mandatory redemption or mandatory prepayment, prior to the
date which is six months after the Maturity Date.
(b) The definition of "Consolidated Fixed Charges" in Section
1.01 of the Credit Agreement is amended and restated in its entirety to
read as follows:
"Consolidated Fixed Charges" means, for any period,
for the Parent and its Subsidiaries on a consolidated basis,
the sum of (a) Consolidated Interest Charges for such period,
plus (b) all payments of principal on Indebtedness of the
Parent and its Subsidiaries (other than any Refinanced
Principal Payment) scheduled to be made in cash during such
period (whether or not so made, and expressly excluding any
voluntary, unscheduled prepayments or repayments thereof made
prior to the first day of the fiscal quarter in which such
principal payment is scheduled to be made).
2. Effectiveness; Conditions Precedent. This Amendment shall be
effective as of the date hereof (the "Amendment Effective Date") upon (a)
receipt by the Administrative Agent of copies of this Amendment duly executed by
the Borrower, the Guarantors and the Required Lenders and (b) payment of all
fees and expenses required to be paid pursuant to any Loan Document on or before
the date hereof by any Loan Party.
3. Ratification of Loan Documents. Each Loan Party 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 Loan Party 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 the Loan Parties. Each Loan
Party 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 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]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWER: WILLIS NORTH AMERICA INC.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
GUARANTORS: WILLIS GROUP HOLDINGS LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA I LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA II LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA III LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA IV LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TRINITY ACQUISITION LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
WILLIS GROUP LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
WILLIS INVESTMENT UK HOLDINGS LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
ADMINISTRATIVE
AGENT: BANK OF AMERICA, N.A.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
LENDERS: BANK OF AMERICA, N.A.
as a Lender and the Swing Line Lender
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
JPMORGAN CHASE BANK, N.A.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
THE ROYAL BANK OF SCOTLAND PLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
SUNTRUST BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
ING CAPITAL LLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
LLOYDS TSB BANK PLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
MORGAN STANLEY BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
BARCLAYS BANK PLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NY BRANCH
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
SCOTIABANK EUROPE PLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
NATIONAL CITY BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
PNC BANK, NATIONAL ASSOCIATION
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
MANUFACTURERS AND TRADERS TRUST COMPANY
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
COMERICA BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
DANSKE BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
THE NORTHERN TRUST COMPANY
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
ALLIED IRISH BANKS, P.L.C.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
BANK OF COMMUNICATIONS CO., LTD., NEW YORK
BRANCH
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD.
(NEW YORK BRANCH)
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
CHANG HWA COMMERCIAL BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
AIB DEBT MANAGEMENT, LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
Exhibit 10.2
SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT
THIS SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT dated as of February
4, 2009 (this "Amendment"), is entered into among WILLIS NORTH AMERICA INC., a
Delaware corporation (the "Borrower"), WILLIS GROUP HOLDINGS LIMITED, an
exempted company under the Companies Act 1981 of Bermuda (the "Parent"), the
other Guarantors identified on the signature pages hereto, 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 364-Day Credit Agreement dated as of October 1,
2008 (as amended and modified from time to time, 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. Amendments.
(a) Section 1.01 of the Credit Agreement is amended by
inserting the following new definition among the existing definitions
set forth in such section in the appropriate alphabetical order:
"Refinanced Principal Payment" means, for any period,
a scheduled payment of principal of any senior unsecured
Indebtedness of the Parent or any of its Subsidiaries to the
extent such payment was made with, and substantially
concurrently with the receipt of, proceeds of either (a)
issuance of Equity Interests of the Parent or any Subsidiary,
or (b) unsecured Indebtedness of the Parent or any Subsidiary,
or a combination thereof, issued to or obtained, as
applicable, from a Person other than the Parent or one of its
Subsidiaries or Affiliates in a transaction permitted
hereunder and provided that in the case of clause (b) above,
the principal of such unsecured Indebtedness is not required
to be paid, whether by way of mandatory sinking fund,
mandatory redemption or mandatory prepayment, prior to the
date which is six months after the Maturity Date.
(b) The definition of "Consolidated Fixed Charges" in Section
1.01 of the Credit Agreement is amended and restated in its entirety to
read as follows:
"Consolidated Fixed Charges" means, for any period,
for the Parent and its Subsidiaries on a consolidated basis,
the sum of (a) Consolidated Interest Charges for such period,
plus (b) all payments of principal on Indebtedness of the
Parent and its Subsidiaries (other than any Refinanced
Principal Payment) scheduled to be made in cash during such
period (whether or not so made, and expressly excluding any
voluntary, unscheduled prepayments or repayments thereof made
prior to the first day of the fiscal quarter in which such
principal payment is scheduled to be made).
2. Effectiveness; Conditions Precedent. This Amendment shall be
effective as of the date hereof (the "Amendment Effective Date") upon (a)
receipt by the Administrative Agent of copies of this Amendment duly executed by
the Borrower, the Guarantors and the Required Lenders and (b) payment of all
fees and expenses required to be paid pursuant to any Loan Document on or before
the date hereof by any Loan Party.
3. Ratification of Loan Documents. Each Loan Party 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 Loan Party 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 the Loan Parties. Each Loan
Party 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 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]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWER: WILLIS NORTH AMERICA INC.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
GUARANTORS: WILLIS GROUP HOLDINGS LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA I LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA II LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA III LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TA IV LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
TRINITY ACQUISITION LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
WILLIS GROUP LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
WILLIS INVESTMENT UK HOLDINGS LIMITED
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
ADMINISTRATIVE
AGENT: BANK OF AMERICA, N.A.,
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
LENDERS: BANK OF AMERICA, N.A.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
JPMORGAN CHASE BANK, N.A.
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
SUNTRUST BANK
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
THE ROYAL BANK OF SCOTLAND PLC
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________