Marsh & McLennan Files 8-K on Agreements and Acquisitions

Ticker: MRSH · Form: 8-K · Filed: Nov 15, 2024

Sentiment: neutral

Topics: agreement-termination, acquisition, disposition, corporate-event

Related Tickers: MMC

TL;DR

MMC filed an 8-K on Nov 15, 2024, covering terminated deals and asset changes.

AI Summary

Marsh & McLennan Companies, Inc. filed an 8-K on November 15, 2024, reporting the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The filing also noted other events, but specific details regarding the agreements, acquisitions, or their financial impact were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions, including the conclusion of a material agreement and a change in assets, which could impact the company's structure and future operations.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of corporate events and does not inherently present immediate financial risk based on the provided information.

Key Players & Entities

FAQ

What specific material definitive agreement was terminated by Marsh & McLennan Companies, Inc.?

The provided excerpt of the 8-K filing does not specify the details of the material definitive agreement that was terminated.

What acquisition or disposition of assets was completed by Marsh & McLennan Companies, Inc.?

The excerpt states that an acquisition or disposition of assets was completed, but does not provide any details about the specific transaction.

Are there any financial figures associated with the terminated agreement or the completed acquisition/disposition?

The provided text does not contain any specific dollar amounts or financial figures related to the terminated agreement or the asset transaction.

What other events are mentioned in the 8-K filing besides the agreement termination and asset transaction?

The filing indicates 'Other Events' were reported, but the nature of these events is not detailed in the provided excerpt.

When was this 8-K filing submitted to the SEC?

The 8-K filing was submitted on November 15, 2024.

Filing Stats: 780 words · 3 min read · ~3 pages · Grade level 11.5 · Accepted 2024-11-15 16:02:38

Key Financial Figures

Filing Documents

02 Termination of a Material Definitive Agreement

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.

01 Completion of Acquisition or Disposition of Assets

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.

01 Other Events

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Document 99.1 Press Release, dated November 15 , 2024 2

SIGNATURES

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 3 Exhibit Index Exhibit No. 99.1 Press Release, dated Novembe r 15 , 2024 4

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