Arthur J. Gallagher & Co. Announces $8.5 Billion Common Stock Offering

PRNewswire 9-Dec-2024 6:42 AM

ROLLING MEADOWS, Ill., Dec. 9, 2024 /PRNewswire/ -- Arthur J. Gallagher & Co. (NYSE:AJG) ("Gallagher") today announced an underwritten public offering of $8.5 billion of its common stock.  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.  Gallagher also intends to grant the underwriters a 30-day option to purchase an additional $1.275 billion of shares of common stock from Gallagher.

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 Dolphin TopCo, Inc., the holding company of AssuredPartners, Inc. (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.

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SOURCE Arthur J. Gallagher & Co.