8-KMaterial AgreementsFinancial EventsOther Events+1

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Sep 18, 2018)

Filed September 18, 2018For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MRSH) has filed an 8-K report detailing a significant definitive agreement to acquire Jardine Lloyd Thompson Group plc (JLT) for approximately £4.3 billion (about $5.6 billion). The acquisition, structured as a recommended cash offer under UK takeover rules, is expected to be completed in the first quarter of 2019, subject to shareholder and regulatory approvals. This strategic move aims to bolster Marsh & McLennan's market position and expand its service offerings. To finance this substantial acquisition, the Company has secured a £5.2 billion bridge loan facility. While this facility provides immediate funding, Marsh & McLennan intends to seek permanent financing prior to closing. The agreement includes provisions for cooperation between the companies during the regulatory approval process and irrevocable undertakings from significant JLT shareholders and directors, indicating strong support for the transaction. Investors should monitor the satisfaction of closing conditions and the successful integration of JLT.

Key Highlights

  • 1Marsh & McLennan Companies announces a definitive agreement to acquire Jardine Lloyd Thompson Group plc for approximately £4.3 billion ($5.6 billion).
  • 2The acquisition is structured as a recommended cash offer to acquire all issued and to be issued share capital of JLT.
  • 3Financing for the transaction is secured through a £5.2 billion bridge loan agreement with Goldman Sachs.
  • 4The deal is expected to close in the first quarter of 2019, contingent upon JLT shareholder approval, High Court sanction, and regulatory clearances.
  • 5Irrevocable undertakings have been secured from a significant shareholder (approximately 40.2%) and directors of JLT, supporting the transaction.
  • 6Marsh & McLennan intends to arrange permanent financing to replace or reduce the bridge loan facility before the transaction closes.

Frequently Asked Questions

This 8-K filing announces Marsh & McLennan Companies' entry into a material definitive agreement to acquire Jardine Lloyd Thompson Group plc for £4.3 billion, outlining the key terms, financing arrangements, and conditions of the transaction.

The company has secured a £5.2 billion bridge loan agreement with Goldman Sachs as administrative agent to finance the acquisition. Marsh & McLennan also intends to obtain permanent financing prior to the transaction's closing.

The transaction is subject to several conditions, including approval by a majority of Jardine Lloyd Thompson shareholders (representing at least 75% in value), sanction of the scheme by the High Court of Justice in England and Wales, completion by December 31, 2019, and receipt of necessary antitrust, regulatory, and other approvals.

Yes, irrevocable undertakings have been received from a major shareholder representing approximately 40.2% of Jardine Lloyd Thompson's outstanding shares, as well as from JLT's directors holding approximately 0.3% of the shares. This indicates strong support for the proposed acquisition.