On October 30, 2024, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference, the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company $950 million aggregate principal amount of its 4.550% Senior Notes due 2027, $1,000 million aggregate principal amount of its 4.650% Senior Notes due 2030, $1,000 million aggregate principal amount of its 4.850% Senior Notes due 2031, $2,000 million aggregate principal amount of its 5.000% Senior Notes due 2035, $500 million aggregate principal amount of its 5.350% Senior Notes due 2044, $1,500 million aggregate principal amount of its 5.400% Senior Notes due 2055 and $300 million aggregate principal amount of its Floating Rate Senior Notes due 2027 (collectively, the “Notes”).
The Notes were registered under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-280979) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on July 24, 2024, and were offered by means of the Company’s prospectus dated July 24, 2024, as supplemented by the prospectus supplement dated October 30, 2024.
The Notes were issued on November 8, 2024 pursuant to the Indenture dated July 15, 2011, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as supplemented by the Nineteenth Supplemental Indenture (the “Supplemental Indenture”), dated as of November 8, 2024, by and between the Company and the Trustee, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The forms of the Notes are attached hereto as Exhibits 4.2 through 4.8, and are incorporated herein by reference. In connection with the closing of the offering of the Floating Rate Senior Notes due 2027, the Company also entered into a calculation agency agreement (the “Calculation Agency Agreement”), dated as of November 8, 2024, with The Bank of New York Mellon, as calculation agent (attached hereto as Exhibit 4.9 and incorporated herein by reference).
The foregoing descriptions of the Underwriting Agreement, the Supplemental Indenture, the Notes and the Calculation Agency Agreement contained herein are summaries and are qualified in their entirety by the Underwriting Agreement, the Supplemental Indenture, the forms of Notes and the Calculation Agency Agreement attached hereto as Exhibits 1.1, 4.1, 4.2 through 4.8 and 4.9, respectively.
A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit
No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated October 30, 2024, by and among Marsh & McLennan Companies, Inc. and Citigroup Global Markets Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
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| 4.1 |
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Nineteenth Supplemental Indenture, dated November 8, 2024, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee. |
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| 4.2 |
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Form of 4.550% Senior Notes due 2027 (included in Exhibit 4.1 above). |
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| 4.3 |
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Form of 4.650% Senior Notes due 2030 (included in Exhibit 4.1 above). |
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| 4.4 |
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Form of 4.850% Senior Notes due 2031 (included in Exhibit 4.1 above). |
