ROLLING
MEADOWS, Ill., Dec. 9, 2024
/PRNewswire/ -- Arthur J. Gallagher
& Co. (NYSE: AJG) ("Gallagher") today announced that it
has priced an offering of $8.5 billion of shares of its common stock
at a price to the public of $280.00 per share. Gallagher also
granted the underwriters in the offering a 30-day option to
purchase up to an additional 4,553,571 shares of its common
stock at the same public offering price. Morgan Stanley &
Co. LLC is acting as lead active book-running manager and BofA
Securities, Inc. is acting as active book-running manager for the
offering. Evercore Group L.L.C., BMO Capital Markets Corp.,
Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank
Securities Inc., Dowling & Partners Securities, LLC, Jefferies
LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., Raymond James & Associates, Inc., RBC
Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc., UBS
Securities LLC, Wells Fargo Securities, LLC, William Blair & Company, L.L.C., Nomura
Securities International, Inc., and WR Securities, LLC are acting
as co-managers for the offering.
The offering is expected to close on December 11, 2024,
subject to customary closing conditions. Gallagher intends to
use the net proceeds of this offering to fund a portion of the cash
consideration payable in connection with its previously announced
proposed acquisition of AssuredPartners (the "Transaction") and, to
the extent that any proceeds remain thereafter, or if the
Transaction is not completed, for general corporate purposes
including other acquisitions. In addition to the net proceeds
from this offering, Gallagher expects to use available cash and
available borrowings under its Revolving Credit Facility or other
borrowings to fund the purchase price for the Transaction.
The offering is not conditioned on the closing of the
Transaction and there can be no assurance that the Transaction will
be completed.
The public offering is being made pursuant to an automatically
effective shelf registration statement on Form S‑3 (the
"Registration Statement") filed with the Securities and Exchange
Commission (the "SEC") on December 9, 2024. A
preliminary prospectus related to the offering, dated
December 9, 2024, has been filed with the SEC as part of the
Registration Statement, and is available on the SEC's website at
http://www.sec.gov. Copies of the preliminary prospectus
relating to the offering of these securities may be obtained from
(i) Morgan Stanley & Co. LLC, by mail at 180 Varick
Street, 2nd Floor, New York, NY
10014, Attention: Prospectus Department; or (ii) BofA
Securities, Inc., by mail at NC1-022-02-25, 201 North Tryon Street,
Charlotte, North Carolina 28255,
Attention: Prospectus Department, or by telephone at
(800) 294-1322, or by email at
dg.prospectus_requests@bofa.com.
The information in the preliminary prospectus and this press
release is not complete and may be changed. This press
release is neither an offer to sell nor a solicitation of an offer
to buy any of the common stock or any other security of Gallagher,
nor shall there be any sale of the common stock in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction.
About Arthur J. Gallagher
& Co.
Arthur J. Gallagher & Co., a
global insurance brokerage, risk management and consulting services
firm, is headquartered in Rolling
Meadows, Illinois. Gallagher provides these services
in approximately 130 countries around the world through its
owned operations and a network of correspondent brokers and
consultants.
Information Regarding Forward-Looking
Statements
This press release contains certain statements related to future
results, or states Gallagher's intentions, beliefs and expectations
or predictions for the future of Arthur J.
Gallagher & Co. and its subsidiaries, which are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this
press release, the words "anticipates," "believes," "contemplates,"
"see," "should," "could," "will," "estimates," "expects,"
"intends," "plans," "pro forma," "outlook" and variations thereof
and similar expressions, are intended to identify forward-looking
statements. Examples of forward-looking statements in this
press release include, but are not limited to, statements
regarding: (i) expected benefits of the Transaction, including
future financial and operating results and synergies; (ii) the
expected revenue, earnings per share ("EPS"), net earnings before
interest, income taxes, depreciation, amortization and the change
in estimated acquisition earnout payables ("EBITDAC"), and credit
rating impacts of the Transaction; (iii) the size and status
of the combined organization within various jurisdictions;
(iv) required regulatory approvals; (v) expected timing
of completion of the Transaction; (vi) expected duration and
cost of integration, including the expected consideration to be
paid in the Transaction, and the anticipated financing of the
Transaction; (vii) the plans, objectives, expectations and
intentions with respect to AssuredPartners;
(viii) improvements in Gallagher's new business production;
(ix) global brand recognition; (x) the leveraging of
internal resources across divisions and borders;
(xi) Gallagher's ability to stay in front of improvements in
technology; (xii) commercial P/C pricing and the premium rate
environment; (xiii) drivers and expected levels of Gallagher's
organic growth; (xiv) future M&A opportunities;
(xv) increasing productivity and quality;
(xvi) Gallagher's management team; (xvii) Gallagher's use
of leverage; (xviii) Gallagher's balance sheet;
(xix) Gallagher's return to shareholders and future dividends;
(xx) impact of general economic conditions, including
fluctuation of interest, inflation and foreign exchange rates; and
(xxi) tax credit carryforwards and expected future cash taxes
paid as a result of Gallagher's clean energy investments.
Actual results may differ materially from the estimates set
forth herein. Readers are cautioned against relying on any of
the forward-looking statements, which are neither statements of
historical fact nor guarantees or assurances of future
performance. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include risks related to the integration of the acquired
operations, businesses and assets into Gallagher; the possibility
that the anticipated benefits of the Transaction, including cost
savings and expected synergies, are not realized when expected or
at all, including as a result of the impact of, or issues arising
from, the integration of the acquired operations into Gallagher;
the possibility that the Transaction is not completed when expected
or at all because required regulatory approvals are not received or
other conditions to the closing are not satisfied on a timely basis
or at all; the risk that Gallagher's free cash generation is
insufficient, or the financing required to fund the Transaction is
not obtained on the terms anticipated or at all; risks associated
with increased leverage from the Transaction; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the Transaction; conditions imposed in order to obtain required
regulatory approvals; the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management's
attention from ongoing business operations and opportunities; the
inability to retain certain key employees of the acquired
operations or Gallagher; competitive and market responses to the
Transaction; financial information subsequently presented for the
acquired business in Gallagher's subsequent public filings may be
different from that presented herein; global economic and
geopolitical events, including, among others, fluctuations in
interest, inflation and foreign exchange rates, and political
violence and instability, such as the wars in Ukraine and the Middle East; risks with respect to other
acquisitions larger than Gallagher's usual tuck-in acquisitions;
reputational risks; cybersecurity-related risks; Gallagher's
ability to apply technology, data analytics and artificial
intelligence effectively, including related regulatory, data
privacy, cybersecurity, E&O and competition risks; disasters or
other business interruptions; changes in accounting standards;
changes in premium rates and in insurance markets generally,
including the impact of large natural events; tax, environmental or
other compliance risks related to Gallagher's legacy clean energy
investments; Gallagher's inability to receive dividends or other
distributions from subsidiaries; changes in the insurance brokerage
industry's competitive landscape and additional factors discussed
in the section entitled "Information Concerning Forward-Looking
Statements" in Gallagher's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2024 and "Risk
Factors" in Gallagher's Annual Report on Form 10-K for the
fiscal year ended December 31, 2023.
Any forward-looking statement Gallagher makes in this press
release speaks only as of the date on which it is made.
Except as required by applicable law, Gallagher does not undertake
to update the information included herein.
Investors: Ray
Iardella
Media: Paul Day
VP - Investor
Relations
Communications Manager
(630) 285-3661/
ray_iardella@ajg.com
(630) 285-5946/ paul_day1@ajg.com
# # #
View original
content:https://www.prnewswire.com/news-releases/arthur-j-gallagher--co-announces-pricing-of-8-5-billion-of-shares-of-its-common-stock-302326925.html
SOURCE Arthur J. Gallagher &
Co.
