Willis Towers Watson Plc (WLTW): No, ValueAct’s Position Isn’t A New Activist Stake

ValueAct Capital filed a brand new 13D regarding Willis Towers Watson Plc (WLTW) shares this week. This isn’t a brand new activist position though. ValueAct has been holding shares of both Willis Group and Towers Watson before their merger. Now that the merger is completed it filed a brand new 13D to update its position in the new company. According to the filing ValueAct held 8.1 million shares of Willis Towers Watson Plc valued at $962 million at the end of March. By the way, ValueAct had $895 million invested in Willis Group and $93 million invested in Towers Watson at the end of December.

Willis Towers Watson Plc will probably earn close to $8 this year, giving it a price earnings ratio of 14. The stock is trading at a material discount to its peer Marsh & McLennan Companies (MMC) which has a P/E of 18. If WLTW is able to generate synergies from this merger, it should be a good investment over the next 3-4 years. We believe this is a core, long-term position for ValueAct.

ValueAct’s reputation recently took a hit because of its long-term involvement in Valeant as well as the merger deal between Halliburton and Baker Hughes. However, ValueAct has one of the best long-term track records as an activist investor and its investments are generally long-term in nature. That’s why we believe Willis Towers Watson has the potential to beat the market by a large margin over the next 3 years.

Ownership Summary Table

Page 1 of 13 – SEC Filing

Page 2 of 13 – SEC Filing

ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*

WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 3 of 13 – SEC Filing

VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 4 of 13 – SEC Filing

ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 5 of 13 – SEC Filing

ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 6 of 13 – SEC Filing

ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 7 of 13 – SEC Filing

ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,108,015**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,108,015**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,015**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 8 of 13 – SEC Filing

This Schedule 13D relates to the Common Stock, nominal value
$0.000304635 per share (the “Common Stock”) of Willis Towers Watson Public
Limited Company, an Irish company (the “Issuer”). The address of the
principal executive offices of the Issuer is c/o Willis Group Limited, 51
Lime Street, London, EC3M 7DQ, England.

Item 2. Identity and Background

This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. (“ValueAct Master Fund”), (b) VA Partners I, LLC (“VA Partners I”), (c)
ValueAct Capital Management, L.P. (“ValueAct Management L.P.”), (d) ValueAct
Capital Management, LLC (“ValueAct Management LLC”), (e) ValueAct Holdings,
L.P. (“ValueAct Holdings”) and (f) ValueAct Holdings GP, LLC (“ValueAct
Holdings GP”)(collectively, the “Reporting Persons”).

ValueAct Master Fund is a limited partnership organized under the laws
of the British Virgin Islands. It has a principal business address of One
Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

VA Partners I is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund.
It has a principal business address of One Letterman Drive, Building D,
Fourth Floor, San Francisco, CA 94129.

ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund. ValueAct Management LLC
is a Delaware limited liability company, the principal business of which is
to serve as the General Partner to ValueAct Management L.P. Each has a
principal business address of One Letterman Drive, Building D, Fourth Floor,
San Francisco, CA 94129.

ValueAct Holdings is a Delaware limited partnership and is the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and is the majority owner
of the membership interests of VA Partners I. ValueAct Holdings GP is a
Delaware limited liability company, the principal business of which is to
serve as the General Partner to ValueAct Holdings. Each has a principal
business address of One Letterman Drive, Building D, Fourth Floor, San
Francisco, CA 94129.

(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The source of funds used for the purchase of the Number of Forward
Shares was the working capital of ValueAct Master Fund. The aggregate funds
used by these Reporting Persons to make such purchases were $49,960,080.

Page 9 of 13 – SEC Filing

Item 4. Purpose of Transaction

The Reporting Persons purchased the securities of the Issuer reported
herein based on their belief that the securities are undervalued and
represent an attractive investment opportunity.

Jeffrey W. Ubben, the chief executive officer of ValueAct Holdings and
ValueAct Holdings GP, serves on the board of directors of the Issuer. The
Reporting Persons intend to have conversations with members of the Issuer’s
management and board of directors to discuss ways to enhance shareholder
value. The topics of these conversations will cover a range of issues,
including those relating to the business of the Issuer, management, board
composition, operations, capital allocation, asset allocation,
capitalization, dividend policy, financial condition, mergers and
acquisitions strategy, overall business strategy, executive compensation, and
corporate governance. The Reporting Persons may also have similar
conversations with other stockholders of the Issuer and other interested
parties, such as industry analysts, existing or potential strategic partners
or competitors, investment professionals, and other investors. The Reporting
Persons may at any time reconsider and change their intentions relating to
the foregoing.

The Reporting Persons may also take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D and may
discuss such actions with the Issuer’s management and the board of directors,
other stockholders of the Issuer, and other interested parties, such as those
set out above.

The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer’s board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Common Stock or selling some of all
of its Common Stock, and/or engaging in hedging or similar transactions with
respect to the Common Stock.

Item 5. Interest in Securities of the Issuer

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned

Page 10 of 13 – SEC Filing

As of the date hereof, ValueAct Master Fund is the beneficial owner of
8,108,015 shares of Common Stock, representing approximately 5.9% of the
Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 8,108,015 shares of Common Stock, representing approximately
5.9% of the Issuer’s outstanding Common Stock.

All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 138,172,062 outstanding shares of Common Stock as
reported in the Issuer’s Form 10-Q for the quarterly period ended December
31, 2015.

(c) In the previous sixty days, ValueAct Master Fund, one of the
Reporting Persons, entered into a Master Confirmation in respect of Equity
Forward Transactions (the “Master Confirmation”) with Societe Generale
(the “Counterparty”) relating to shares of the Common Stock of the Issuer and
entered into forward transactions thereunder (the “Forward Transactions”) on
the dates and in the notional share amounts (the “Number of Forward Shares”)
as set forth on Annex 1 hereto, all as more fully described in Item 6 below.
The Master Confirmation is subject to the terms of an ISDA Master Agreement,
Schedule and Credit Support Annex already in place between ValueAct Master
Fund and the Counterparty.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

On March 4 and 7, 2016 ValueAct Master Fund entered into the Master
Confirmation and the Forward Transactions in accordance with the trade
details set forth on Annex?1 hereto.

Under the terms of the Master Confirmation, ValueAct Master Fund shall
have the option to elect physical settlement or cash settlement for the
Forward Transactions, but physical settlement, which is the default
settlement method, shall only be available subject to conditions that became
satisfied on March 31, 2016.

Prior to physical settlement, the Forward Transactions do not give
the Reporting Persons direct or indirect voting, investment or dispositive

Page 11 of 13 – SEC Filing

Other than as described in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s Common Stock which are
required to be described hereunder.

Item 7. Material to Be Filed as Exhibits

(1) Joint Filing Agreement.

Page 12 of 13 – SEC Filing

ANNEX 1
Forward Transactions

Number of
Forward Initial Forward
Trade Date Shares Price Price

03/04/2016 200,000 $116.84 $115.00
03/07/2016 228,000 $116.58 $115.00

SCHEDULE 13D
————————– ————————-
CUSIP NO. G96629103 Page 13 of 15
—————————————————————————–
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

Page 13 of 13 – SEC Filing

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Agrium Inc., is
being filed jointly on behalf of each of them with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: April 4, 2016 Bradley E. Singer, Chief Operating Officer