Current Report Filing (8-k)
02 4월 2019 - 5:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
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April 1, 2019
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Marsh & McLennan Companies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-5998
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36-2668272
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1166 Avenue of the Americas, New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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(212)
345-5000
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Registrant’s telephone number, including area code
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Introductory Note
On April 1, 2019, Marsh &
McLennan Companies, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”)
of all of the outstanding shares of Jardine Lloyd Thompson Group plc, a public company organized under the laws of England and
Wales (“Jardine Lloyd Thompson”).
Item 1.02. Termination of
a Material Definitive Agreement.
On
April 1, 2019, the Company terminated its Bridge Loan Agreement, dated as of September 18, 2018 (the “Bridge Facility”),
among the Company, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. The Bridge Facility had no amounts
borrowed under it at termination and no prepayment premium resulted from the termination.
Item 2.01. Completion of Acquisition
or Disposition of Assets.
As
described above in the Introductory Note, on April 1, 2019, the Company completed the Acquisition. The Acquisition was effected
by means of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended.
On
September 18, 2018, the Company and MMC Treasury Holdings (UK) Limited, a private limited company organized under the laws
of England and Wales and a wholly-owned subsidiary of the Company (“MMC Bidco”), released an announcement
pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms on which the Company
intended to make a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Jardine
Lloyd Thompson. Under the terms of the recommended offer, Jardine Lloyd Thompson shareholders were entitled to receive, for
each Jardine Lloyd Thompson ordinary share held by such shareholders, £19.15 in cash. Jardine Lloyd Thompson’s
shares are expected to be delisted from the London Stock Exchange on April 2, 2019, and Jardine Lloyd Thompson shareholders
will receive as aggregate consideration in the Acquisition, in accordance with the foregoing exchange ratio, approximately
£4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1) in
cash.
The
foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the
Rule 2.7 Announcement for the Acquisition and the Co-operation Agreement entered into in connection with the Acquisition, which
are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
8.01. Other Events.
On
April 1, 2019, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
financial statements required by this Item are not being filed with this Current Report on Form 8-K. Such financial statements
will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report
on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by this Item is not being filed with this Current Report on Form 8-K. Such pro forma
financial information will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on
which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MARSH & McLENNAN COMPANIES, INC.
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By:
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/s/
Katherine J. Brennan
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Name:
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Katherine
J. Brennan
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Title:
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Deputy
General Counsel, Chief Compliance Officer & Corporate Secretary
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Date: April 1, 2019
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