27 Jun 2011 13:47
Marsh & McLennan Companies, Inc. (the "Company") (NYSE:MMC) announced today that it has commenced cash tender offers (the "Tender Offers") for up to a total of $500,000,000 aggregate principal amount of its outstanding 5.375% Notes due 2014 (the "2014 Notes") and its 5.750% Notes due 2015 (the "2015 Notes" and, together with the 2014 Notes, the "Notes"). The principal amount of all Notes that may be purchased pursuant to the Tender Offers will not exceed $500,000,000 (unless increased by the Company) and the principal amount of each series of Notes that may be purchased pursuant to the Tender Offers will not exceed the applicable maximum amount set forth in the table below, which the Company may, at its sole discretion, increase (with respect to each series of Notes, the "Series Maximum Tender Amount"). 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 Purchase"), and the related Letter of Transmittal.
The following table summarizes certain material terms of the Tender Offers:
| Cusip No. | Security Description | Principal Amount Outstanding | Series Maximum Tender Amount | Reference Security | Bloomberg Reference Page | Fixed Spread | |||||||
| 571748AM4 | 5.375% Notes due 2014 | $650,000,000 | $250,000,000 | 0.750% UST due 06/15/14 | PX1 | 115 bps | |||||||
| 571748AP7 | 5.750% Notes due 2015 | $750,000,000 | $250,000,000 | 1.750% UST due 05/31/16 | PX1 | 105 bps |
The Tender Offers are scheduled to expire at 11:59 pm, New York City time, on July 25, 2011, unless extended or earlier terminated (the "Expiration Date"). Holders must validly tender and not withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 11, 2011, unless extended or earlier terminated (the "Early Tender Date"), to receive the Total Consideration described below, which includes an early tender premium of $30 per $1,000 principal amount of Notes (the "Early Tender Premium"). Holders tendering Notes after the Early Tender Date and at or prior to the Expiration Date will be eligible to receive only the tender offer consideration, which will equal the Total Consideration less the Early Tender Premium (the "Tender Offer Consideration"). In addition to the Total Consideration and Tender Offer Consideration, as applicable, the Company will also pay accrued and unpaid interest on the Notes purchased from the last interest payment date up to, but not including, the applicable settlement date.
The total consideration (the "Total Consideration") payable for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for payment pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to the fixed spread (the "Fixed Spread") over the yield to maturity of the applicable reference U.S. Treasury security (the "Reference Security") set forth in the above table, calculated by Morgan Stanley and Co. LLC and Citigroup Global Markets Inc. (the "Dealer Managers") as of 2:00 p.m., New York City time, on July 12, 2011, unless extended (the "Price Determination Date"). The Company will have the option to accept for purchase and settle any Notes validly tendered and accepted at or prior to the Early Tender Date on an early settlement date after the Early Tender Date.
Holders who tender their Notes after the Early Tender Date will, if such Notes are purchased by the Company, receive the Tender Offer Consideration. The Company intends to accept for payment all Notes validly tendered at or prior to the Early Tender Date, subject to the applicable Series Maximum Tender Amount and the other terms and conditions described below and in the Offer to Purchase, and will only prorate such Notes if the aggregate amount of Notes so tendered exceeds the applicable Series Maximum Tender Amount. If the applicable Series Maximum Tender Amount is exceeded at the Early Tender Date and the Company does not exercise its option to increase the amount, there is no assurance as to the amount of Notes, if any, that the Company will accept that are tendered after the Early Tender Date. The expected settlement date for the Notes validly tendered and accepted after the Early Tender Date but at or prior to the Expiration Date is expected to be the first business day following the Expiration Date.
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, if any. The Tender Offers are conditioned upon the Company securing funds in an amount and on terms satisfactory to the Company in its sole discretion, a minimum principal amount of $250,000,000 of Notes in aggregate validly tendered and accepted 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. None of the Company, the Dealer Managers or the information agent makes any recommendation as to whether holders should tender their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
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 CompaniesMedia:Silvia Davi, 212-345-4371silvia.davi@mmc.comorInvestor:Scott Douglas, 212-345-5488scott.d.douglas@mmc.com
Copyright Business Wire 2011