UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 1.02 Termination of a Material Definitive Agreement.
On November 8, 2024, the Company terminated its Commitment Letter, dated September 29, 2024, with Citigroup Global Markets Inc. related to a short-term unsecured bridge term loan facility (the “Bridge Facility”). The Bridge Facility was not required by the Company and no payments resulted from the termination.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 15, 2024, Marsh & McLennan Agency LLC (“MMA”), an indirect wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (the “Company”), consummated the previously announced acquisition of TIH Blocker II, Inc., a Delaware corporation (the “McGriff Parent”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 29, 2024, among the Company, BD Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MMA (“Merger Sub”) and TIH Platform Midco, L.P., a Delaware limited partnership (“Company Stockholder”) for an aggregate purchase price of $7.75 billion in cash, subject to certain customary adjustments as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the merger, Merger Sub merged with and into McGriff Parent, with McGriff Parent continuing as the surviving corporation and a wholly owned subsidiary of MMA (the “Transaction”). In conjunction with the Transaction, the Company will assume a deferred tax asset valued at approximately $500 million.
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2024 and is incorporated herein by reference. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement for the purpose of allocating contractual risk between those parties and do not establish these matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company, MMA, Company Stockholder, McGriff Parent or any of their respective subsidiaries or affiliates.
Item 8.01 Other Events.
On November 15, 2024, the Company issued a press release announcing the Transaction. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
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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.
| MARSH & McLENNAN COMPANIES, INC. | ||||||||
| By: | /s/ Connor Kuratek | |||||||
| Name: | Connor Kuratek | |||||||
| Title: | Deputy General Counsel and Corporate Secretary | |||||||
Date: November 15, 2024
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Exhibit Index
Exhibit No.
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