WILLIS TOWERS WATSON PLC — Capital/Financing Update 2016

Mar 18, 2016

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Dated March 17, 2016

Registration Statement No. 333-210094

$450,000,000 3.500% Senior Notes due 2021

Issuer:	Trinity Acquisition plc
Guarantors:	Willis Towers Watson Public Limited Company Willis Towers Watson Sub Holdings Limited Willis Netherlands
Holdings B.V. Willis Investment UK Holdings Limited TA I
Limited WTW Bermuda Holdings Ltd. Willis Group Limited Willis North America Inc.
Ratings (Moody’s/S&P/Fitch)*:	Baa3/BBB/BBB
Security Type:	Senior unsubordinated unsecured notes
Principal Amount:	$450,000,000
Issue Price:	99.872%
Proceeds to Issuer (before discount and expenses):	$449,424,000
Trade Date:	March 17, 2016
Settlement Date:	March 22, 2016 (T + 3)
Maturity Date:	September 15, 2021
Coupon:	3.500%
Interest Payment Dates:	Semi-annually on March 15 and September 15 of each year, commencing on September 15, 2016
Yield to Maturity:	3.526%
Treasury Benchmark:	1.125% due February 28, 2021
Treasury Yield:	1.376%
Spread to Benchmark Treasury:	215 basis points (2.15%)
Optional Redemption:	Prior to August 15, 2021, the notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of:
	• 100% of the aggregate principal amount of the notes to be redeemed;
and

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| | • an amount equal to sum of the present value of (i) the payment on August 15,
2021 of principal of the notes to be redeemed and (ii) the payment of the remaining scheduled payments through August 15, 2021 of interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the
redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate plus 35 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. |
| --- | --- |
| | On or after August 15, 2021, we may, at our option, redeem the notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date. |
| CUSIP/ISIN: | 89641U AD3 / US89641UAD37 |
| $550,000,000 4.400% Senior Notes
due 2026 | |
| Issuer: | Trinity Acquisition plc |
| Guarantors: | Willis Towers Watson Public Limited Company Willis Towers Watson Sub Holdings Limited Willis Netherlands
Holdings B.V. Willis Investment UK Holdings Limited TA I
Limited WTW Bermuda Holdings Ltd. Willis Group Limited Willis North America Inc. |
| Ratings (Moody’s/S&P/Fitch)*: | Baa3/BBB/BBB |
| Security Type: | Senior unsubordinated unsecured notes |
| Principal Amount: | $550,000,000 |
| Issue Price: | 99.578% |
| Proceeds to Issuer (before discount and expenses): | $547,679,000 |

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Trade Date:	March 17, 2016
Settlement Date:	March 22, 2016 (T + 3)
Maturity Date:	March 15, 2026
Coupon:	4.400%
Interest Payment Dates:	Semi-annually on March 15 and September 15 of each year, commencing on September 15, 2016
Yield to Maturity:	4.453%
Treasury Benchmark:	1.625% due February 15, 2026
Treasury Yield:	1.903%
Spread to Benchmark Treasury:	255 basis points (2.55%)
Optional Redemption:	Prior to December 15, 2025, the notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of:
	• 100% of the aggregate principal amount of the notes to be redeemed; and
	• an amount equal to sum of the present value of (i) the payment on December 15,
2025 of principal of the notes to be redeemed and (ii) the payment of the remaining scheduled payments through December 15, 2025 of interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the
redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate plus 40 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
	On or after December 15, 2025, we may, at our option, redeem the notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the redemption date.
CUSIP/ISIN:	89641U AC5 / US89641UAC53
Joint Book-Running Managers:	J.P. Morgan Securities LLC Merrill Lynch,
Pierce, Fenner & Smith Incorporated SunTrust Robinson Humphrey, Inc. Barclays Capital Inc. Wells Fargo Securities, LLC

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| Co-Managers: | BMO Capital Markets Corp. Citigroup Global
Markets Inc. HSBC Securities (USA) Inc. Mitsubishi UFJ
Securities (USA), Inc. PNC Capital Markets LLC Comerica
Securities, Inc. RBS Securities Inc. Scotia Capital (USA)
Inc. TD Securities (USA) LLC U.S. Bancorp Investments,
Inc. The Williams Capital Group, L.P. |
| --- | --- |
| Financial Advisor: | Willis Capital Markets & Advisory |
| Use of Proceeds | The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, will be $989,078,000. We intend to use the net proceeds of this offering to repay (i) $300 million under our
Parent Revolving Credit Facility and (ii) $400 million of tranche B term loans under our Parent Bridge Loan Facility and related accrued interest, with any remaining proceeds to be used to pay down amounts outstanding under our Parent Revolving
Credit Facility and related accrued interest. |

This communication is intended for the sole use of the person to whom it is provided by the issuer.

*Ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any security.

The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling J.P. Morgan Securities LLC, collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free at 1-800-294-1322 or SunTrust Robinson Humphrey, Inc., toll free at 1-800-685-4786.

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