Arthur J. Gallagher & Co 8-K, filed Dec 1, 2021
Arthur J. Gallagher & Co. (AJG)
About this 8-K
Arthur J. Gallagher & Co filed this 8-K on December 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 1, 2021, Arthur J. Gallagher & Co. (the “Company”) completed the acquisition (the “Acquisition”) of the treaty reinsurance brokerage operations of Willis Towers Watson plc (the “Seller”). The Acquisition was completed pursuant to a Security and Asset Purchase Agreement entered into on August 12, 2021 (the “Purchase Agreement”) between the Company and the Seller.
Upon the closing of the Acquisition, the Company paid the Seller an initial gross purchase price of $3.25 billion (the “Purchase Price”). Under the Purchase Agreement, the Purchase Price is subject to potential additional deferred consideration of up to $750 million, payable in 2025 based on revenues of the acquired operations in 2024. Other than with respect to the Acquisition, there is no material relationship between the Company and the Seller. The Company funded the Purchase Price using cash on hand, short-term borrowings and funds raised via capital market transactions.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference in its entirety.
| Item 7.01. | Regulation FD Disclosure. |
On December 1, 2021, the Company issued a press release announcing the completion of the Acquisition, a copy of which press release is attached to this Current Report on Form 8-K as Exhibit 99.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 2.1 | Purchase Agreement, dated August 12, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 16, 2021). | |
| 99 | Press release, dated December 1, 2021, issued by Arthur J. Gallagher & Co. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arthur J. Gallagher & Co. | ||||||
| Date: December 1, 2021 | /s/ WALTER D. BAY | |||||
| Walter D. Bay Vice President, General Counsel and Secretary | ||||||
Exhibit 99
NEWS RELEASE
Arthur J. Gallagher & Co. Completes Acquisition of Willis Towers Watson plc Treaty Reinsurance Brokerage Operations
ROLLING MEADOWS, Ill., Dec. 1, 2021 — Arthur J. Gallagher & Co. today announced that it has completed the acquisition of substantially all of the treaty reinsurance brokerage operations from Willis Towers Watson plc.
Together with Gallagher’s existing reinsurance operations, the combined businesses will trade as Gallagher Re from more than 70 offices across 31 countries and incorporate c2400 colleagues. This acquisition brings specialist expertise, underpinned by a portfolio of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital modeling that will immediately provide exceptional value to insurance carriers and insurance capital providers around the world.
Gallagher Re will be led by James Kent, Global Reinsurance CEO, who will report to Tom Gallagher, Gallagher’s CEO of Global Property & Casualty Brokerage.
“I’d like to officially welcome our new reinsurance brokerage colleagues to the Gallagher family of professionals,” said J. Patrick Gallagher, Jr., Chairman, President and CEO. “Together, we will build upon our shared focus of outstanding service, expertise and client-centric culture. I am confident the combination will deliver tremendous value to our clients, our global brokerage and risk management teams, and our shareholders.”
James Kent added: “This combination marks a new chapter for two remarkable reinsurance broking teams as well as for our valued and extremely supportive clients and stakeholders. We are bringing together highly complementary and well-respected reinsurance businesses to create a truly compelling unified reinsurance platform. I am incredibly proud to be leading Gallagher Re into its next phase of growth.”
About Arthur J. Gallagher & Co.
Arthur J. Gallagher & Co. (NYSE:AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. The company has operations in 57 countries and offers client service capabilities in more than 150 countries around the world through a network of correspondent brokers and consultants.
Investors:
Ray Iardella
VP - Investor Relations
(630) 285-3661/ Ray_Iardella@ajg.com
US Media:
Kelli Murray
Director Global Public Relations
(630) 277-0347/ Kelli_Murray@ajg.com
UK Media:
Emma Banks
PR and Media Relations
+44(0) 207 204 6189 / Emma_Banks@ajg.com
Lynn Rouse
PR and Media Relations
+44 20 3425 3416 / Lynn_Rouse@ajg.com
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