WILLIS TOWERS WATSON PLC 8-K

What Happened
Willis Towers Watson plc (WTW) announced on January 7, 2026 that it and its subsidiaries entered into a $775,000,000 delayed-draw term loan facility to help finance a portion of the planned acquisition of Newfront Insurance Holdings, Inc. (the "Newfront Acquisition"). The loan agreement names Trinity Acquisition plc and Willis North America Inc. as borrowers, with JPMorgan Chase Bank, N.A. as administrative agent.

Key Details

• Size & purpose: $775,000,000 delayed-draw term loan to (i) finance part of the Newfront Acquisition, (ii) refinance certain WTW indebtedness, and (iii) for working capital, capex and permitted acquisitions.
• Timing & draws: Facility may be drawn up to four times during a draw period tied to the consummation of the Newfront Acquisition; entered into on Jan 7, 2026.
• Pricing & fees: Borrowers may choose Term SOFR + 0.625%–1.250% or base rate + 0.00%–0.250% (pricing depends on WTW’s long-term debt rating); unused commitment fee of 0.055%–0.140%.
• Security & guarantees: Obligations are unsecured but guaranteed by WTW and certain subsidiaries under a Guaranty Agreement dated Jan 7, 2026. The facility contains customary covenants, financial covenants and events of default.

Why It Matters
This credit facility creates a material new financing commitment for WTW that directly supports the Newfront deal and provides flexibility to refinance existing debt or fund other corporate needs. If drawn, the loan will increase WTW’s reported indebtedness and could affect leverage and interest expense depending on draw amounts and prevailing rates. Investors should note the loan’s pricing is tied to WTW’s credit rating and that draws are subject to customary conditions and covenants.