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.
