Marsh & McLennan Companies Announces Increa...
Marsh & McLennan Companies Announces Increase in Maximum Tender Amounts and Announces Consideration for Cash Tender Offers for Outstanding 5.375% Notes due 2014 and 5.750% Notes due 2015
Marsh & McLennan Companies
Marsh & McLennan Companies, Inc. (the “Companyâ€) announced today that with respect to its previously announced cash tender offers (the “Tender Offersâ€) for its outstanding 5.375% Notes due 2014 (the “2014 Notesâ€) and its 5.750% Notes due 2015 (the “2015 Notes†and, together with the 2014 Notes, the “Notesâ€), it increased the maximum principal amount of each series of Notes that may be purchased pursuant to the Tender Offers (with respect to each series of Notes, the “Series Maximum Tender Amountâ€) from $250,000,000 for each series of Notes to $330,044,000 for the 2014 Notes and $270,000,000 for the 2015 Notes, as set forth in the table below. The terms and conditions of the Tender Offers are set forth in the Company’s Offer to Purchase dated June 27, 2011 (the “Offer to Purchaseâ€) and the related Letter of Transmittal. The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on July 25, 2011, unless extended or earlier terminated.
According to information received from D.F. King & Co., Inc., the information agent for the Tender Offers, as of 5:00 p.m. on July 11, 2011 (the “Early Tender Dateâ€), the aggregate principal amount of Notes tendered and not validly withdrawn was as set forth in the table below:
| Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
| Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Principal | |||||
| Principal | Amount | |||||||||||||||||||
| Principal | Series Maximum | Amount | Accepted for | |||||||||||||||||
| Security | Amount | Tender Amount | Validly | Payment After | ||||||||||||||||
| Cusip No. | Description | Outstanding | Tendered | Increases in | ||||||||||||||||
| Series Maximum | ||||||||||||||||||||
| Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Tender Amounts |
| 571748AM4 | 5.375% Notes | $650,000,000 | $330,044,000 | $330,044,000 | $330,044,000 | |||||||||||||||
| Â | Â | Â | Â | due 2014 | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
| 571748AP7 | 5.750% Notes | $750,000,000 | $270,000,000 | $330,274,000 | $270,000,000 | |||||||||||||||
| Â | Â | Â | Â | due 2015 | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
| Â |
Because, after giving effect to the increases in the Series Maximum Tender Amounts, the aggregate principal amount of the 2014 Notes validly tendered and not withdrawn as of the Early Tender Date equaled the applicable Series Maximum Tender Amount, 100%, or $330,044,000 aggregate principal amount, of the 2014 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for payment. Because, after giving effect to the increases in the Series Maximum Tender Amounts, the aggregate principal amount of the 2015 Notes validly tendered and not withdrawn as of the Early Tender Date exceeded the applicable Series Maximum Tender Amount, 81.75%, or $270,000,000 aggregate principal amount, of the 2015 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for payment in accordance with the proration procedures described in the Offer to Purchase. No additional 2014 Notes or 2015 Notes will be accepted. Holders may no longer withdraw tendered Notes.
The Company also announced today the consideration for the Tender Offers. The total consideration (the “Total Considerationâ€) payable for each $1,000 principal amount of Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity of the applicable reference U.S. Treasury security set forth in the table below calculated by Morgan Stanley and Co. LLC and Citigroup Global Markets Inc. (the “Dealer Managersâ€) as of 2:00 p.m. today, New York City time. The pricing information for the Tender Offers is summarized in the table below:
| Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
| Â | Â | Â |
Security |
 |  |  | Reference |  |  |  | Bloomberg |  |  |  |  |  |  | Reference |  |  |  | Total | ||
| Cusip No. |
Description |
Security | Reference | Fixed Spread | Yield |
Consideration(1) |
||||||||||||||||||
| Â | Â | Â | Â |
 |
 |  |  |  |  |  |  | Page |  |  |  |  |  |  |  |  |  |  |  |
 |
| 571748AM4 | 5.375% Notes | 0.750% UST | PX1 | 115 bps |
0.620% |
$1,104.88 |
||||||||||||||||||
| Â | Â | Â | Â | due 2014 | Â | Â | Â | due 06/15/14 | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
 |
 |  |  |
 |
| 571748AP7 | 5.750% Notes | 1.750% UST | PX1 | 105 bps | 1.431% | $1,128.61 | ||||||||||||||||||
| Â | Â | Â | Â | due 2015 | Â | Â | Â | due 05/31/16 | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â | Â |
(1) Includes an early tender premium of $30 per $1,000 principal amount of Notes and assumes a settlement date of July 15, 2011.
Holders that tendered Notes at or prior to the Early Tender Date and whose Notes were accepted for payment will be entitled to receive the Total Consideration, plus accrued and unpaid interest on the Notes purchased from the last interest payment date on such Notes up to, but not including, the settlement date for such Notes. The settlement date for the Notes being accepted for payment is expected to be July 15, 2011, subject to certain closing conditions described in the Offer to Purchase and below.
The Company intends to fund the purchase of the Notes with a combination of cash on hand, borrowings under its revolving credit facility and/or a new debt financing. The Tender Offers are conditioned upon the Company securing funds in an amount and on terms satisfactory to the Company in its sole discretion and certain other conditions described in the Offer to Purchase, each of which may be waived by the Company at its option. The Company may amend, extend or, subject to certain conditions, terminate the Tender Offers at any time.
Questions concerning the terms of the Tender Offers may be directed to Morgan Stanley & Co. LLC at (800) 624-1808 (U.S. Toll-Free) or (212) 761-1057 (Collect) and Citigroup Global Markets Inc. at (800) 558-3745 (U.S. Toll-Free) or (212) 723-6106 (Collect), the Dealer Managers for the Tender Offers. Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained by calling the information agent, D.F. King & Co., Inc., at (800) 549-6746 or (212) 269-5550 for banks and brokers.
This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The Tender Offers are being made solely by the Offer to Purchase dated June 27, 2011. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.
Marsh & McLennan Companies is a global professional services firm providing advice and solutions in the areas of risk, strategy and human capital. It is the parent company of a number of the world’s leading risk experts and specialty consultants, including Marsh, the insurance broker and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and related financial advice and services; and Oliver Wyman, the management consultancy. With 52,000 employees’ worldwide and annual revenue exceeding $10 billion, Marsh & McLennan Companies provides analysis, advice and transactional capabilities to clients in more than 100 countries. Its stock (ticker symbol: MMC) is listed on the New York, Chicago and London stock exchanges. Marsh & McLennan Companies’ website address is www.mmc.com.
Marsh & McLennan Companies
Media:
Silvia Davi,
212-345-4371
silvia.davi@mmc.com
or
Investors:
Scott
Douglas, 212-345-5488
scott.d.douglas@mmc.com
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