Willis Towers Watson PLC美股招股说明书(2025-12-16版)

$700,000,000 4.550% Senior Notes due 2031$300,000,000 5.150% Senior Notes due 2036 Willis North America Inc. (the “Issuer”) will issue $700 million aggregate principal amount of senior notes that will mature on March 15, 2031 and bear interest at 4.550% per annum(the “2031 Notes”) and $300 million aggregate principal amount of senior notes that will mature on March 15, 2036 and bear interest at 5.150% per annum (the “2036 Notes” and, togetherwith the 2031 Notes, the “Notes”). Interest on the 2031 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. Interest on the 2036 Notes is payable semi-annually in arrears on March 15and September 15 of each year. Interest on the 2031 Notes will accrue from December 22, 2025 and the first interest payment date will be on September 15, 2026. Interest on the 2036 Noteswill accrue from December 22, 2025 and the first interest payment date will be on September 15, 2026. The Notes will rank equally with all existing and future unsecured, unsubordinatedindebtedness of the Issuer. On December9, 2025, the Issuer, Napa Merger Sub Inc., a wholly-owned subsidiary of the Issuer, Newfront Insurance Holdings, Inc. (“Newfront”) and a representative of Newfrontstockholders entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Napa Merger Sub Inc. will merge with and into Newfront, with Newfront continuingas the surviving corporation, and pursuant to which Newfront will become our indirect wholly-owned subsidiary (the “Newfront Acquisition”). If (i)the consummation of the NewfrontAcquisition does not occur on or before the later of (a) 5:00 p.m. Eastern Time on September9, 2026, and (b)such date to which the “Termination Date” under the Merger Agreement, as ineffect on the closing date of this offering, may be extended, amended, waived or otherwise modified by the parties to the Merger Agreement (such later date, the “Outside Date”), (ii) prior tothe Outside Date, the Merger Agreement is terminated by us or (iii)we otherwise notify the trustee (as defined herein) in writing that we will not pursue the consummation of the NewfrontAcquisition, we will be required to redeem the 2036 Notes at a special mandatory redemption price equal to 101% of the principal amount of the 2036 Notes to be redeemed plus accrued and Each series of Notes may be redeemed at the option of the Issuer in whole at any time or in part from time to time at the applicable redemption prices specified under “Description ofNotes—Optional Redemption,” plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. As described under “Description of Notes—Purchase of Notes Upon aChange of Control Triggering Event,” if a Change of Control Triggering Event (as defined herein) occurs with respect to a series of Notes, the Issuer will be required to offer to purchase suchseries of Notes from holders thereof unless we have previously redeemed all of the Notes of such series. Payment of the principal of and interest on the Notes is fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, Willis Towers Watson Sub HoldingsUnlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-9 of this prospectus supplement and on page10 of theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from the issue date. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants, includingEuroclear Bank, S.A./N.V. and Clearstream Banking,société anonymeon or about December 22, 2025. J.P.MorganBNPPARIBASBMOCapitalMarketsMUFG PNCCapitalMarketsLLCWellsFargoSecurities Page136 ABOUT THIS PROSPECTUSCAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the Notes and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of whichdoes not apply to the Notes. We refer to this prospectus supplement and the accompanying prospectus collectively as the “prospectus.” If the description You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.Neither w