Arthur J. Gallagher & Co. Announces Pricing of 9,000,000 Shares of Its Common Stock

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May 12, 2021, 21:05 ET

ROLLING MEADOWS, Ill., May 12, 2021 /PRNewswire/ -- Arthur J. Gallagher & Co. (NYSE: AJG) ("Gallagher") today announced that it has priced an offering of 9,000,000 shares of its common stock at a price to the public of $142.00 per share. Gallagher also granted the underwriters in the offering a 30-day option to purchase up to an additional 1,350,000 shares of its common stock at the same public offering price. Morgan Stanley & Co. LLC is acting as sole book-running manager for the offering. BofA Securities, Deutsche Bank Securities, Keefe, Bruyette Woods, a Stifel Company, Truist Securities, Wells Fargo Securities, William Blair, Piper Sandler, RBC Capital Markets, Dowling & Partners Securities, LLC and Raymond James are acting as co-managers for the offering.

The offering is expected to close on May 17, 2021, subject to customary closing conditions. Gallagher intends to use the net proceeds of the offering to fund a portion of its previously announced acquisition of certain Willis Towers Watson plc reinsurance, specialty and retail brokerage operations (the "WTW Transaction"), which is part of a proposed regulatory remedy for the pending Aon plc and Willis Towers Watson plc combination.

The offering is not conditioned on the closing of the WTW Transaction and there can be no assurance that the WTW Transaction will be completed.

The public offering is being made pursuant to an effective shelf registration statement on Form S-3 dated March 8, 2021 that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering dated May 12, 2021 has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to these securities may be obtained from Morgan Stanley & Co. LLC, by mail at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

The information in the preliminary prospectus supplement, the accompanying 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. is a global insurance brokerage, risk management and consulting services firm, and is headquartered in Rolling Meadows, Illinois. Gallagher has operations in 56 countries and offers client service capabilities in more than 150 countries around the world through a network of correspondent brokers and consultants.

Information Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to expectations or forecasts of future events and use words such as "anticipate," "believe," "estimate," "expect," "contemplate," "forecast," "project," "intend," "plan," "potential," and other similar terms, and future or conditional tense verbs like "could," "may," "might," "see," "should," "will" and "would." You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements regarding the underwritten public offering of common stock and the proposed WTW Transaction described in this press release include, but are not limited to, the successful launch, pricing and closing of the underwritten public offering of common stock, required regulatory approvals, statements regarding expected benefits of the proposed WTW Transaction, the expected timing of the completion of the proposed WTW Transaction, the use of proceeds of the underwritten public offering of common stock and the anticipated financing of the proposed WTW Transaction.

Readers are cautioned against relying on any 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 (a) risks related to the integration of the acquired operations, businesses and assets into Gallagher; (b) the possibility that the proposed WTW 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; (c) the risk that the financing required to fund the proposed WTW Transaction is not obtained on the terms anticipated or at all; (d) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed WTW Transaction; (e) the possibility that the anticipated benefits of the proposed WTW 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; (f) the possibility that our estimates of lost revenue in the acquired operations from breakage due to departing key brokers and other employees and the loss of clients are incorrect and actual lost revenue is greater than expected; (g) the increased legal and regulatory complexity of entering additional geographic markets, including the risks associated with the labor and employment law frameworks in certain countries where Gallagher does not currently operate; (h) conditions imposed in order to obtain required regulatory approvals; (i) uncertainties in the global economy and equity and credit markets and their potential impact on Gallagher's ability to finance the proposed WTW Transaction on acceptable terms, at favorable pricing, in a timely manner, or at all; (j) the possibility that the proposed WTW Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (k) diversion of management's attention from ongoing business operations and opportunities; (l) the inability to retain certain key employees of the acquired operations or Gallagher; (m) risks associated with increased leverage from the proposed WTW Transaction; (n) competitive responses to the proposed WTW Transaction; (o) uncertainties as to the timing of the consummation of the proposed WTW Transaction and the ability of each party to consummate the proposed WTW Transaction; (p) that financial information subsequently presented for the acquired business in our subsequent public filings may be different from that presented herein and (q) 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 March 31, 2021 and "Risk Factors" in Gallagher's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The COVID-19 pandemic currently amplifies, and in the future could continue to amplify, the risks, uncertainties and assumptions, reflected in such forward looking statements and risk factors.

Any forward-looking statement made by Gallagher 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.

Investors: Ray Iardella	Media: Kelli Murray
VP - Investor Relations	Director Global Public Relations
(630) 285-3661/ [email protected]	(630) 277-0347/ [email protected]