UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On April 2, 2021, Marsh & McLennan Companies, Inc. (the “Company”) and certain of its foreign subsidiaries entered into a new Amended and Restated 5 Year Credit Agreement, dated as of April 2, 2021, among the Company, as borrower, the designated subsidiaries party thereto as borrowers, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Credit Agreement”). The Credit Agreement provides for a multi-currency unsecured $2.8 billion five-year revolving credit facility (the “New Facility”). The interest rate on the New Facility is based on LIBOR plus a fixed margin which varies with the Company’s credit ratings. The New Facility expires in April 2026 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. The New Facility includes provisions for determining a LIBOR successor rate in the event LIBOR reference rates are no longer available or in certain other circumstances which are determined to make using an alternative rate desirable.
The foregoing summary of the Credit Agreement is only a summary and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement
In connection with the New Facility, on April 2, 2021, the Company terminated (i) its multi-currency unsecured $1.8 billion five-year revolving credit facility under the Amended and Restated 5 Year Credit Agreement, dated as of October 12, 2018, among the Company, as borrower, the designated subsidiaries party thereto, as borrowers, Citibank, N.A., as administrative agent, and the lender from time to time party thereto and (ii) its unsecured $1 billion 364-day revolving credit facility under the 364-Day Credit Agreement, dated as of April 8, 2020, among the Company, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 2, 2021 the Company entered into the Credit Agreement as described under Item 1.01 above. The description of the Credit Agreement set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits.
10.1 |
Amended and Restated 5 Year Credit Agreement, dated as of April 2, 2021, among Marsh & McLennan Companies, Inc., the designated subsidiaries party thereto as borrowers, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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/ Katherine J. Brennan | |
| Name: | Katherine J. Brennan | |
Title:
|
Deputy General Counsel, Chief Compliance Officer & Corporate Secretary | |
Date: April 2, 2021
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