Prospectus Supplement
March 14, 2019
(To Prospectus Dated July 30, 2018)
1,100,000,000
Marsh & McLennan Companies, Inc.
550,000,000 1.349% Senior Notes due 2026
550,000,000 1.979% Senior Notes due 2030
We will pay interest on the 1.349% Senior Notes due 2026 (the 2026 Notes) annually on September 21 of each year, beginning on
September 21, 2019. The 2026 Notes will mature on September 21, 2026. We will pay interest on the 1.979% Senior Notes due 2030 (the 2030 Notes) annually on March 21 of each year, beginning on March 21, 2020. The 2030 Notes will mature on
March 21, 2030. The 2030 Notes, together with the 2026 Notes, are the Notes.
We intend to use the net proceeds from this
offering to fund, in part, our pending acquisition of Jardine Lloyd Thompson Group plc, referred to as JLT, including the payment of related fees and expenses, and to repay certain JLT indebtedness, as well as for general corporate
purposes, as described under the heading Use of Proceeds. We refer to the pending acquisition of JLT as the Acquisition. The closing of this offering is expected to occur prior to, and is not conditioned upon, the
consummation of the Acquisition.
At our option, we may redeem the Notes offered hereby, in whole or in part at any time and from time to
time, before their maturity at the redemption prices described herein under Description of NotesOptional Redemption. We may also redeem the Notes of either series in whole but not in part at any time, if certain events occur
involving changes in United States taxation, at the applicable redemption price described under Description of the NotesRedemption for Tax Reasons. In addition, the Notes will be subject to a special mandatory
redemption in the event that (i) the Acquisition is not consummated on or prior to December 31, 2019, (ii) the Cooperation Agreement (as defined herein) related to the Acquisition between the Company and JLT is terminated or
(iii) the Company notifies the Trustee (as defined herein) that it will not pursue the consummation of the Acquisition. If a special mandatory redemption event occurs, we will be obligated to redeem all of the outstanding Notes on the Special
Mandatory Redemption Date (as defined herein) at the special mandatory redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the Special Mandatory Redemption
Date. See Description of NotesSpecial Mandatory Redemption.
The Notes will be our senior unsecured obligations and will
rank equally with all of our other senior unsecured indebtedness from time to time outstanding. The Notes will be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof.
Investing in the Notes involves risks. See the
Risk Factors
beginning on page
S-7
of this prospectus supplement and also the section entitled Risk Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2018,
which is incorporated by reference into this prospectus supplement and the accompanying prospectus.
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Public Offering
Price(1)
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Underwriting
Discount
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Proceeds to Company
(before expenses)
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Per 2026 Note
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100.002
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%
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0.400
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%
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99.602
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%
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Total
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550,011,000
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2,200,000
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547,811,000
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Per 2030 Note
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100.000
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%
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0.500
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%
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99.500
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%
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Total
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550,000,000
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2,750,000
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547,250,000
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(1)
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Plus accrued interest, if any, from March 21, 2019, if settlement occurs after that date.
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We intend to apply to list the Notes on the New York Stock Exchange (the NYSE). The listing application will be subject to approval
by the NYSE. We expect listing of the Notes on the NYSE to occur within 30 days after the original issue date. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the Notes at any time.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the Notes will be ready for delivery in book-entry form only through the facilities of Clearstream Banking,
société anonyme
, and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on or about March 21, 2019, which is the fifth London business day following the date of this prospectus supplement.
Joint Book-Running Managers
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Goldman Sachs & Co. LLC
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BofA Merrill Lynch
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Citigroup
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Deutsche Bank
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HSBC
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Co-Managers
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ANZ Securities
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BNP PARIBAS
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Drexel Hamilton
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MMC Securities LLC
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MUFG
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PNC Capital Markets LLC
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RBC Capital Markets
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Scotiabank
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TD Securities
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The Williams Capital Group, L.P.
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US Bancorp
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Wells Fargo Securities
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