Item 1.01 Entry into a Material Definitive Agreement
On December 1, 2021, Marsh & McLennan Companies, Inc. (the "Company") entered
into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated
herein by reference) with BofA Securities, Inc., Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc.
and HSBC Securities (USA) Inc. as representatives of the several underwriters
named therein (the "Underwriters"), pursuant to which the Underwriters agreed to
purchase from the Company $400 million aggregate principal amount of its 2.375%
Senior Notes due 2031 (the "2031 Notes") and $350 million aggregate principal
amount of its 2.900% Senior Notes due 2051 (the "2051 Notes" and, together with
the 2031 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 December 1,
2021.
The closing of the sale of the Notes is expected to occur on December 8, 2021,
subject to the satisfaction of customary closing conditions. The Notes will be
issued 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, to be supplemented by a fourteenth supplemental indenture by and
between the Company and the Trustee, to be dated as of December 8, 2021, which
will be filed with the SEC on a subsequent Current Report on Form 8-K.
The foregoing description of the underwriting agreement is qualified in its
entirety by the underwriting agreement included as Exhibit 1.1 hereto and
incorporated by reference herein.
Item 8.01 Other Events
On December 1, 2021, 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated December 1, 2021, by and among Marsh &
McLennan Companies, Inc. and BofA Securities, Inc., Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC,
Barclays Capital Inc. and HSBC Securities (USA) Inc., as
representatives of the several underwriters named therein.
99.1 Pricing Press Release issued by Marsh & McLennan Companies, Inc. on
December 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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