Marsh & McLennan Companies, Inc. filed a Form 8-K on October 27, 2026, disclosing the issuance of €600 million in 4.250% Senior Notes due 2032 and €600 million in 4.625% Senior Notes due 2036, with both tranches issued on October 27, 2026.

Key Highlights

  • Two tranches issued: €600 million aggregate principal of 4.250% Senior Notes due 2032 and €600 million aggregate principal of 4.625% Senior Notes due 2036.
  • Underwriting agreement dated October 20, 2026: The company entered into the agreement with Merrill Lynch International, Deutsche Bank AG London Branch, Barclays Bank PLC, and HSBC Bank plc as representatives of the underwriters.
  • Issuance date October 27, 2026: The Notes were issued pursuant to the Indenture dated July 15, 2011, as supplemented by the Twenty-Second Supplemental Indenture dated October 27, 2026.
  • Trustee and paying agent: The Bank of New York Mellon serves as trustee; The Bank of New York Mellon, London Branch, serves as paying agent under a Paying Agency Agreement dated October 27, 2026.
  • Registered offering: The Notes were registered under the company's shelf registration statement on Form S-3 (Registration No. 333-280979), filed with the SEC on July 24, 2024.
  • Legal opinion filed: Davis Polk & Wardwell LLP provided the opinion relating to the legality of the Notes, filed as Exhibit 5.1.

Marsh & McLennan's October 2026 Euro Senior Note Offering: Terms and Structure

According to the filing, Marsh & McLennan Companies, Inc. (NYSE:MRSH) entered into an underwriting agreement on October 20, 2026, with several underwriters for whom Merrill Lynch International, Deutsche Bank AG, London Branch, Barclays Bank PLC, and HSBC Bank plc acted as representatives. Under that agreement, the underwriters agreed to purchase from the company two tranches of euro-denominated senior notes: €600 million aggregate principal amount of 4.250% Senior Notes due 2032 and €600 million aggregate principal amount of 4.625% Senior Notes due 2036.

The filing states that both tranches were issued on October 27, 2026, under the Indenture dated July 15, 2011, between the company and The Bank of New York Mellon as trustee, as supplemented by the Twenty-Second Supplemental Indenture, also dated October 27, 2026. Concurrently with the closing, the company entered into a Paying Agency Agreement, dated October 27, 2026, with The Bank of New York Mellon, London Branch, as paying agent.

The company disclosed that the Notes were registered under its effective shelf registration statement on Form S-3 (Registration No. 333-280979), filed with the SEC on July 24, 2024, and were offered by means of a prospectus dated July 24, 2024, as supplemented by a prospectus supplement dated October 20, 2026. The filing notes that the descriptions of the Underwriting Agreement, Supplemental Indenture, Notes, and Paying Agency Agreement "are summaries and are qualified in their entirety" by the full documents attached as exhibits. The 8-K was signed by Connor Kuratek, Deputy General Counsel & Corporate Secretary, on October 27, 2026.

What Was Disclosed

Marsh & McLennan Companies disclosed the issuance of two tranches of euro-denominated senior notes totaling €1.2 billion in aggregate principal, along with the related underwriting, indenture supplemental, and paying agency agreements executed in connection with the October 27, 2026 closing.