Business Context and Reporting Period
This Form 8-K Current Report, dated December 31, 2009, details a corporate restructuring for Willis Group Holdings Limited (Willis-Bermuda). The primary event is the completion of a scheme of arrangement to change the company's domicile from Bermuda to Ireland. As of 6:59 p.m. Eastern Time on December 31, 2009, Willis-Bermuda became a wholly-owned subsidiary of Willis Group Holdings Public Limited Company (Willis-Ireland).
Key Financial Metrics
This filing is a current report regarding corporate governance and structural changes; it does not contain financial performance data such as revenue, profit, cash flow, margins, or liquidity metrics. The filing focuses on the legal and contractual mechanisms required to effectuate the change of domicile.
Material Changes Versus Prior Period
- Change of Domicile: The parent company of the Willis group shifted from Bermuda to Ireland via a one-for-one share exchange.
- Listing Status: Willis-Bermuda shares (symbol "WSH") were delisted from the New York Stock Exchange (NYSE). Willis-Ireland shares were approved for listing on the NYSE under the same symbol ("WSH") and began trading on January 4, 2010.
- Debt Obligations: Willis-Ireland assumed the obligations of Willis-Bermuda as the "Parent Guarantor" under the 2005 Senior Indenture and the 2009 Indenture. Willis-Bermuda was released from these obligations.
- Credit Facilities: Willis-Ireland became a guarantor under the existing Credit Agreement dated October 1, 2008, via a Guaranty Supplement.
Guidance, Outlook, and Management Commentary
The filing does not provide financial guidance, outlook, or management commentary regarding future earnings. The primary commentary relates to the execution of the Transaction and the continuity of the business under the new Irish parent company. The filing notes that the Transaction was completed to change the place of incorporation.
Unusual Items and Contingencies:
- Equity Plans: All existing equity incentive plans were amended and restated to substitute Willis-Ireland shares for Willis-Bermuda shares and to clarify change of control provisions.
- Executive Compensation: Joseph J. Plumeri entered into a letter agreement waiving rights or benefits under his employment agreement that might have been triggered by the Transaction constituting a change of control.
- Indemnification: New deeds of indemnity and indemnification agreements were executed for directors and officers of Willis-Ireland and its subsidiaries.
Important Facts for Investor Verification
- Verify that Willis-Ireland shares are trading on the NYSE under the symbol "WSH" as of January 4, 2010.
- Confirm that Willis-Bermuda has filed Form 15 to terminate its registration and suspend reporting obligations under the Exchange Act.
- Review the Fifth Supplemental Indenture (Exhibit 4.1) and Second Supplemental Indenture (Exhibit 4.2) to understand the specific terms of the debt assumption by Willis-Ireland.
- Examine the amended equity incentive plans (Exhibits 10.5-10.19) to ensure the substitution of share classes is correctly reflected in employee compensation records.
- Confirm the release of Willis-Bermuda from its prior guarantor obligations under the 2005 and 2009 Indentures.