| Item 1.01 | Entry into a Material Definitive Agreement |
On February 14, 2024, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company $500,000,000 aggregate principal amount of its 5.150% Senior Notes due 2034 (the “2034 Notes”) and $500,000,000 aggregate principal amount of its 5.450% Senior Notes due 2054 (the “2054 Notes,” and together with the 2034 Notes, the “Notes”).
The Notes were registered under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-258194) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on July 27, 2021 and were offered by means of the Company’s prospectus dated July 27, 2021, as supplemented by the prospectus supplement dated February 14, 2024.
The Notes were issued on February 20, 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 Eighteenth Supplemental Indenture (the “Supplemental Indenture”), dated as of February 20, 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 2034 Notes and 2054 Notes are attached hereto as Exhibits 4.2 and 4.3, respectively, and are incorporated herein by reference.
The foregoing descriptions of the underwriting agreement, the Supplemental Indenture and the Notes contained herein are summaries and are qualified in their entirety by the underwriting agreement, the Supplemental Indenture and the forms of the Notes attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.
Item 8.01 Other Events
On February 14, 2024, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
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. | | Description |
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| 1.1 | | Underwriting Agreement, dated February 14, 2024, by and among Marsh & McLennan Companies, Inc. and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein. |
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| 4.1 | | Eighteenth Supplemental Indenture, dated February 20, 2024, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee. |
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| 4.2 | | Form of 5.150% Senior Notes due 2034 (included in Exhibit 4.1 above). |
| |
| 4.3 | | Form of 5.450% Senior Notes due 2054 (included in Exhibit 4.1 above). |
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| 5.1 | | Opinion of Davis Polk & Wardwell. |
