Arthur J. Gallagher & Co. Completes Common Stock and Notes Offerings

Arthur J. Gallagher & Co. recently announced the completion of two significant transactions. On December 9, 2024, the company entered into an underwriting agreement with Morgan Stanley & Co., LLC and BofA Securities, Inc. for a Common Stock Underwriting Agreement. The agreement involved the sale of 30,357,143 shares of common stock for a total amount of $8.5 billion. This offering was made under a registration statement on Form S-3 filed with the SEC on the same date, and it closed on December 11, 2024.

Moreover, on December 10, 2024, the company also finalized a Notes Offering with the same underwriters. This agreement included the sale of various senior notes with aggregate principal amounts totaling $5 billion. The offering of these notes is pursuant to a shelf registration statement on Form S-3 filed with the SEC on February 12, 2024. The company expects to close this offering on or around December 19, 2024, subject to standard closing conditions.

Additionally, Arthur J. Gallagher & Co. disclosed that it is enhancing its risk factor disclosures by supplementing those previously outlined in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The new risk factors are related to the proposed acquisition of Dolphin Topco, Inc., the parent company of AssuredPartners, Inc.

The company clarified that the information presented contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It states that these statements express intentions, beliefs, expectations, or predictions regarding the future. Arthur J. Gallagher & Co. emphasized that the actual results might vary from these estimates due to various factors.

The company reminds investors that the unaudited pro forma financial information included in connection with the aforementioned transactions is based on assumptions and may undergo alterations based on multiple factors. Arthur J. Gallagher & Co. acknowledges that these assumptions may evolve over time and cautions against placing undue reliance on the pro forma financial information presented.

Investors are advised to be cautious about the financial information derived from the Acquired Entity’s financial statements, as they involve certain non-GAAP measures and may not fully align with Generally Accepted Accounting Principles (GAAP). The company stressed the importance of not solely relying on this information.

Arthur J. Gallagher & Co. highlighted the necessity of considering the assumptions made regarding the transactions, as they involve significant judgment and uncertainties. These assumptions span various aspects, including the integration process, future revenue projections, and potential liabilities linked to the transactions, among others.

The company concluded by stating that any forward-looking statement made in the report reflects only the situation at the time of its creation, and it does not commit to updating the information provided unless legally obligated to do so.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Arthur J. Gallagher & Co.’s 8K filing here.

Arthur J. Gallagher & Co. Company Profile

Arthur J. Gallagher & Co, together with its subsidiaries, provides insurance and reinsurance brokerage, consulting, and third-party property/casualty claims settlement and administration services to entities and individuals worldwide. It operates in Brokerage and Risk Management segments. The Brokerage segment offers retail and wholesale insurance and reinsurance brokerage services; assists retail brokers and other non-affiliated brokers in the placement of specialized and hard-to-place insurance; and acts as a brokerage wholesaler, managing general agent, and managing general underwriter for distributing specialized insurance coverages to underwriting enterprises.