- Current report filing (8-K)
October 09 2009 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13
or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported)
: October 9, 2009 (October 5, 2009)
Watson Wyatt Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number:
001-16159
Delaware
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52-2211537
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(State or other
jurisdiction of
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(IRS Employer
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incorporation)
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Identification
No.)
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901 N. Glebe Road
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
(703) 258-8000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
x
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events
On October 5, 2009,
Watson Wyatt Worldwide, Inc. (Watson Wyatt) and Towers, Perrin, Forster &
Crosby, Inc. (Towers Perrin), entered into a commitment letter relating
to a new $500 million unsecured senior revolving credit facility (the Senior
Credit Facility) with Bank of America, N.A. (Bank of America), Banc of
America Securities LLC (BAS), PNC Bank, National Association (PNC) and PNC
Capital Markets, LLC (PNCCM) (the Commitment Letter). The borrower under the Senior Credit Facility
will be Towers Watson & Co. (currently known as Jupiter Saturn Holding
Company), which has been formed to facilitate the pending merger between Watson
Wyatt and Towers Perrin (the Merger).
The Senior Credit Facility
is expected be a revolving credit facility in an amount up to $500
million. Proceeds from the Senior Credit
Facility may be used among other things, (a) to refinance and retire
existing indebtedness of Watson Wyatt and Towers Perrin under their existing
credit facilities, (b) to finance costs and expenses of the Merger, the
Senior Credit Facility and related transactions, (c) to finance payments
of cash merger consideration to certain Towers Perrin shareholders in the
Merger and repayment of up to $200 million in senior subordinated unsecured
notes due within one year after the Merger issued to such shareholders; (d) to
finance acquisitions permitted by the terms and conditions of the definitive
loan documentation; and (e) to finance ongoing working capital and other
general corporate purposes of Towers Watson & Co. and its subsidiaries
after consummation of the Merger.
Bank of America and PNC have
each provided commitments of up to $75,000,000 under the Senior Credit Facility. These commitments are subject to a variety of
customary closing conditions, including entry into definitive documentation for
the Senior Credit Facility no later than February 26, 2010, and
commitments from additional lenders of at least $200,000,000 to the Senior
Credit Facility. The Senior Credit
Facility will have a term of three years, and will be made available subject to
the satisfaction of certain conditions precedent that are customary for
financings of this kind, including completion of the Merger no later than April 30,
2010.
BAS and PNCCM will act as
joint lead arrangers for the Senior Credit Facility, and will use their best
efforts to form a syndicate of financial institutions and institutional lenders
that will be mutually acceptable by the parties to participate in the Senior
Credit Facility. Bank of America will
act as administrative agent for the Senior Credit Facility, and PNC will act as
syndication agent for the Senior Credit Facility. Watson Wyatt and Towers Perrin have agreed to
pay certain up-front fees to BAS and PNCCM and certain additional fees in the
event closing occurs under the Senior Credit Facility, in addition to
reimbursement of the costs and expenses (including legal fees) incurred by Bank
of America, BAS, PNC and PNCCM, regardless of whether the Senior Credit
Facility closes.
Forward-Looking Statements
This
document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. You can identify these
statements and other forward-looking statements in this document by words such
as may, will, would, expect, anticipate, believe, estimate, plan,
intend, continue, or similar words, expressions or
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the
negative of such terms or other comparable terminology. These statements
include, but are not limited to, statements about the proposed business
combination transaction involving Towers Perrin and Watson Wyatt and the
anticipated senior credit facility. Such statements are based upon the
current beliefs and expectations of Towers Perrins and Watson Wyatts
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements: the ability to obtain governmental approvals of the
transaction on the proposed terms and schedule; the failure of Towers Perrin
shareholders and Watson Wyatt stockholders to approve the transaction; the risk
that the businesses will not be integrated successfully; the risk that
anticipated cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected; the ability to
recruit and retain qualified employees and to retain client relationships; the
combined companys ability to make acquisitions, on which its growth depends,
and its ability to integrate or manage such acquired businesses; and the risk
that a significant or prolonged economic downturn could have a material adverse
effect on the combined companys business, financial condition and results of
operations. Additional risks and factors are identified under Risk
Factors in the joint proxy statement/prospectus included in the registration
statement on Form S-4 filed by Jupiter Saturn Holding Company on September 3,
2009 with the SEC and under Risk Factors in Watson Wyatts Annual Report on Form 10-K
filed on August 14, 2009 with the SEC.
You
should not rely upon forward-looking statements as predictions of future events
because these statements are based on assumptions that may not come true and
are speculative by their nature. None of Jupiter Saturn Holding
Company, Towers Perrin or Watson Wyatt undertakes an obligation to update any
of the forward-looking information included in this document, whether as a
result of new information, future events, changed expectations or otherwise.
Where You Can Find Additional Information
This
communication was issued October 9, 2009. Towers Perrin and Watson
Wyatt have formed a company, Jupiter Saturn Holding Company (the Holding
Company), which has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the Commission) that contains a joint
proxy statement/prospectus and other relevant documents concerning the proposed
transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT, THE HOLDING COMPANY
AND THE PROPOSED TRANSACTION.
The
joint proxy statement/prospectus and the other documents filed with the
Commission may be obtained free of charge at the Commissions website,
www.sec.gov. In addition, you may obtain free copies of the joint proxy
statement/prospectus and the other documents filed by Towers Perrin, Watson
Wyatt and the Holding Company with the Commission by requesting them in writing
from Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard, Stamford, CT.
06901-3225, Attention: Marketing, or by telephone at 203-326-5400, or from
Watson Wyatt, 901 N.
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Glebe
Rd., Arlington, VA. 22203, Attention: Investor Relations, or by telephone at
703-258-8000.
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SIGNATURE
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.
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WATSON WYATT WORLDWIDE, INC.
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Date:
October 9, 2009
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/s/
Roger F. Millay
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Roger
F. Millay
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Vice
President and Chief Financial Officer
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