Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
25 9월 2013 - 7:01PM
Edgar (US Regulatory)
Final Term Sheet
Filed Pursuant to Rule 433
Registration Statement No. 333-183214
September 24, 2013
Marsh & McLennan Companies, Inc.
$250,000,000 2.55% SENIOR NOTES DUE 2018
$250,000,000 4.05% SENIOR NOTES DUE 2023
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Issuer:
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Marsh & McLennan Companies, Inc.
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Expected Ratings / Outlook*:
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Baa2 (Positive) / BBB (Positive)
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Securities:
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2.55% Senior Notes due 2018 (the “2018 Notes”)
4.05% Senior Notes due 2023 (the “2023 Notes”)
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Legal Format:
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SEC Registered
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Trade Date:
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September 24, 2013
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Settlement Date:
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September 27, 2013 (T+3)
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Maturity Date:
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October 15, 2018 for the 2018 Notes; and
October 15, 2023 for the 2023 Notes
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Principal Amount:
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$250,000,000 of the 2018 Notes; and
$250,000,000 of the 2023 Notes
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Price to Public:
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99.947% of Principal Amount for the 2018 Notes; and
99.606% of Principal Amount for the 2023 Notes
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Net Proceeds to Issuer (before offering expenses):
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$248,367,500 for the 2018 Notes; and
$247,390,000 for the 2023 Notes
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Spread to Treasury Benchmark:
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+115 basis points for the 2018 Notes; and
+145
basis points for the 2023 Notes
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Treasury Benchmark:
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1.500% due August 31, 2018 for the 2018 Notes; and
2.500% due August 15, 2023 for the 2023 Notes
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Treasury Yield:
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1.411% for the 2018 Notes; and
2.648% for the
2023 Notes
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Re-Offer Yield:
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2.561% for the 2018 Notes; and
4.098% for the
2023 Notes
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Coupon:
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2.55% for the 2018 Notes; and
4.05% for the
2023 Notes
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Interest Payment Dates:
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Semi-annually on April 15 and October 15 of each year, commencing on April 15, 2014 (long first coupon).
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Use of Proceeds
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The net proceeds of this note offering will be used for general corporate purposes, which will include the redemption of $250,000,000 of the outstanding principal amount of the Issuer’s existing 5.75% Senior Notes due
2015.
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Optional Redemption:
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The notes will be redeemable, in whole at any time or in part from time to time, at the Issuer’s option.
If the 2018 Notes are redeemed prior to September 15, 2018 (the date that is one
month prior to the stated maturity date for the 2018 Notes), the redemption price for the notes to be redeemed will equal the greater of the following amounts, plus accrued and unpaid interest thereon to but excluding the redemption date: (i) 100%
of the principal amount of notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points. If the 2018 Notes are redeemed on or after September 15, 2018, the redemption
price for the notes to be redeemed will equal 100% of the principal amount of such notes plus accrued and unpaid interest thereon to but excluding the redemption date.
If the 2023 Notes are redeemed prior to July 15, 2023 (the date that is three months prior to the stated maturity date for the 2023 Notes), the redemption
price for the notes to be redeemed will equal the greater of the following amounts, plus accrued and unpaid interest thereon to but excluding the redemption date: (i) 100% of the principal amount of notes to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points. If the 2023 Notes are redeemed on or after July 15, 2023, the redemption price for the notes to be redeemed will equal 100% of the principal amount of
such notes plus accrued and unpaid interest thereon to but excluding the redemption date.
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CUSIP / ISIN:
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571748 AT9 / US571748AT95 for the 2018 Notes; and
571748 AU6 / US571748AU68 for the 2023 Notes
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Joint Book-Running Managers:
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Goldman, Sachs & Co.
HSBC Securities
(USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Bank Securities Inc.
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Co-Managers:
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Barclays Capital Inc.
Citigroup Global
Markets Inc.
J.P. Morgan Securities LLC
Morgan Stanley &
Co. LLC
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any
other credit rating.
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The issuer has filed a registration statement, including a prospectus and a related preliminary prospectus
supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the prospectus in the registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Book-Running Managers will arrange to send you the prospectus and
prospectus supplement if you request it by contacting Goldman, Sachs & Co. toll-free at 1-866-471-2526, HSBC Securities (USA) Inc. toll free at 1-866-811-8049, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at
1-800-294-1322 or Deutsche Bank Securities Inc. toll free at 1-800-503-4611.
This communication should be read in conjunction with the preliminary
prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent it is inconsistent with the information in
such preliminary prospectus supplement or the accompanying prospectus.
Any disclaimers or other notices that may appear below are not applicable
to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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