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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________
FORM8-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)November 15, 2024
Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
MarshMcLennan logo.jpg
Delaware001-599836-2668272
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer
Identification No.)
1166 Avenue of the Americas,New York,NY10036
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code(212)345-5000
    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:
 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of exchange on which registered
Common Stock, par value $1.00 per shareMMCNew York Stock Exchange
Chicago Stock Exchange
    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☐
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.☐


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

99.1                 Press Release, dated November 15, 2024
2


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.

4
image_0.jpg    
Marsh McLennan
1166 Avenue of the Americas
New York, New York, 10036-2774
T +212 345 5000
www.marshmclennan.com

News release

Media contact:
Erick Gustafson
Marsh McLennan
+1 202 263 7788
erick.gustafson@mmc.com
Investor contact:
Jay Gelb
Marsh McLennan
+1 212 345 1569
jay.gelb@mmc.com
Marsh McLennan completes acquisition of McGriff Insurance Services

NEW YORK, November 15, 2024 – Marsh McLennan (NYSE: MMC), a global leader in risk, strategy and people, today completed the acquisition of McGriff Insurance Services, LLC. With the closing of this acquisition, McGriff’s more than 3,500 colleagues will join Marsh McLennan Agency.

“We are thrilled to welcome the McGriff team to Marsh McLennan,” said John Doyle, President and CEO of Marsh McLennan. “Their deep specialty and industry capabilities will strengthen Marsh McLennan Agency’s value proposition and expand our reach in the growing middle market. Together, McGriff and MMA will deliver even greater value to clients.”

“Armed with McGriff’s outstanding talent, leadership and expertise, we look forward to enhancing our client-centric capabilities to serve even more businesses and communities across the country,” commented David Eslick, Chairman and CEO of Marsh McLennan Agency.

“By joining Marsh McLennan Agency, our teammates gain access to expanded global resources and industry knowledge to build their career growth and bring innovative, actionable solutions to clients—who will continue to be served by the same dedicated teams and client-first strategy they know and trust,” said Read Davis, CEO of McGriff.

Founded in 1886, McGriff is a leading provider of insurance broking and risk management services in the United States.

About Marsh McLennan
Marsh McLennan (NYSE: MMC) is a global leader in risk, strategy and people, advising clients in 130 countries across four businesses: Marsh, Guy Carpenter, Mercer and Oliver Wyman. With annual revenue of $23 billion and more than 85,000 colleagues, Marsh McLennan helps build the confidence to thrive through the power of perspective. For more information, visit marshmclennan.com, or follow on LinkedIn and X.

About McGriff
McGriff Insurance Services, LLC is a full-service insurance broker providing risk management and insurance solutions to clients across the United States. The firm’s coverages include commercial property and casualty, corporate bonding and surety services, cyber, management liability, captives, and alternative risk transfer programs, small business, employee benefits, title insurance, personal lines, and life and health. For more information, please visit www.McGriff.com.
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Document and Entity Information
May 16, 2024
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Document Type 8-K
Document Period End Date Nov. 15, 2024
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Entity Incorporation, State or Country Code DE
Entity File Number 001-5998
Entity Tax Identification Number 36-2668272
Entity Address, Address Line One 1166 Avenue of the Americas,
Entity Address, City or Town New York,
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Entity Address, Postal Zip Code 10036
City Area Code (212)
Local Phone Number 345-5000
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NEW YORK STOCK EXCHANGE, INC.  
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