8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2021

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware	1-09761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2850 W. Golf Road, Rolling Meadows, Illinois	60008-4050
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	AJG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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 No.	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

EX-99

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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Cover [Abstract]
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Entity Central Index Key	0000354190
Document Type	8-K
Document Period End Date	Dec. 01, 2021
Entity Registrant Name	ARTHUR J. GALLAGHER & CO.
Entity Incorporation State Country Code	DE
Entity File Number	1-09761
Entity Tax Identification Number	36-2151613
Entity Address, Address Line One	2850 W. Golf Road
Entity Address, City or Town	Rolling Meadows
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60008-4050
City Area Code	(630)
Local Phone Number	773-3800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1.00 par value
Trading Symbol	AJG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false