RegAlert2010-05-17
Added · Updated
SEC Division of Corporation Finance no-action letter: Towers Watson & Co.
Towers Watson & Co. proposes an exchange offer for its Class B-1 common stock using a pricing formula based on the volume-weighted average trading price of its Class A common stock over a specified averaging period. The request seeks confirmation that this mechanism, which fixes the purchase price and maximum number of securities sought at least two business days prior to the offer's expiration, complies with Rules 13e-4(d)(1), 13e-4(f)(1)(ii), and 14e-1(b). The offer is capped at $200 million in aggregate principal amount of newly issued notes, with proration applied if tenders exceed this limit.
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MILBANK, TWEED, HADLEY Be Mc;CLOY LLP
1 CHASE MANHATTAN PLAZA
LOS ANGELES NEW YORK. N.Y. lOOO~-1413 MUNICH
213-892-"'000 49-89-2615159-3600
F"AX: 213-629-5063 FAX: 49-89-21515159-3700
212-1530-15000
PALO ALTO
6150-739-7000
FAX: 212·530·15219 FRANKFURT
"'9·69-71593-7170
FAX: 6150-739-7100 FAX: "'9-89·71593-8303
WASHINGTON, D.C. TOKYO
CHARLES J. CONROY 813-31504-10150 202-8315-71500 PARTNER FAX: 813-315915-2790 FAX: 202-8315-71586 DIRECT DIAl.. NUMBER 212-530-5571 LONDON FAX: 212~822-5e?I HONG KONG E-MAIL: cconroyOmilbonk.com 8152-2971~888 44-207-"'48-3000 FAX: 652-2840-0792 FAX: 4 ...-207-......8-3029 SINGAPORE 66-8428·2400 FAX: 66·6"'2.-21500 May 14, 2010 Nicholas P. Panos Senior Special Counsel Peggy Kim Special Counsel Office of Mergers and Acquisitions U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-3628 Re: Towers Watson & Co. No-action request: Rules 13e-4(d)(l), 13e-4(f)(l)(ii) and 14e-l(b) Dear Mr. Panos and Ms. Kim, We are writing on behalf of our client, Towers Watson & Co., a Delaware corporation ("Towers Watson" or the "Company"). Towers Watson intends to make an offer to exchange (the "Offer") shares of its Class B-1 common stock, par value $0.01 per share, of the Company (the "Subject Security") for newly issued unsecured subordinated notes ofTowers Watson (the "Notes") provided that the aggregate principal amount of Notes to be issued pursuant to the Offer does not exceed $200 million (as will be described in the Offer materials). As discussed below, Towers Watson proposes to offer to exchange each Subject Security for a Note with a principal amount equal to a price indexed to the daily volume weighted average trading price at which a share ofTowers Watson's Class A common stock, par value $0.01 per share, of the Company (the "Class A Common Stock") trades during a specified period commencing on or after the date on which the Offer is commenced and ending on a date that is at least two business days prior to the expiration of the Offer. The price, and, as a result, the maximum number of
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