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): November 2, 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 8.01. | Other Events. |
On November 2, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $400 million aggregate principal amount of its 2.400% senior notes due 2031 (the “2031 Notes”) and $350 million aggregate principal amount of its 3.050% Senior Notes due 2052 (“2052 Notes” and together with the 2031 Notes, the “Notes”). The Underwriting Agreement is filed herewith as Exhibit 1.1.
The Company expects to close the offering of the Notes on or about November 9, 2021, subject to the satisfaction of customary closing conditions.
The offering of the Notes is being made pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-254015).
Item 9.01 | Financial Statements and Exhibits. |
1.1 | Underwriting Agreement, dated November 2, 2021, by and between Arthur J. Gallagher & Co., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named in Schedule A thereto. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: November 3, 2021 | /s/ WALTER D. BAY | |||||
Walter D. Bay | ||||||
Vice President, General Counsel and Secretary |