Gallagher’s $13.5 Billion Equity and Debt Offerings

Cleary Gottlieb represented the underwriters, led by Morgan Stanley and BofA Securities, in an $8.5 billion equity offering and a $5 billion SEC-registered notes offering by Arthur J. Gallagher & Co. (Gallagher).

Gallagher issued 30.36 million shares of common stock, and also granted the underwriters a 30-day option to purchase up to an additional 4.55 million shares of common stock. The equity offering priced after market on December 9, 2024, and closed on December 11, 2024.

Gallagher’s $5 billion notes issuance consists of five tranches: $750 million in 4.6% senior notes due 2027, $750 million in 4.85% senior notes due 2029, $500 million in 5% senior notes due 2032, $1.5 billion in 5.15% senior notes due 2035, and $1.5 billion in 5.55% senior notes due 2055. The notes offering priced on December 10, 2024, and is expected to close on December 19, 2024.

Gallagher intends to use the net proceeds of the offering to fund the cash consideration payable in connection with its previously announced acquisition of Dolphin TopCo, Inc., the holding company of AssuredPartners Inc., and, to the extent that any proceeds remain thereafter, or if the acquisition is not completed, for general corporate purposes including other acquisitions. The capital market transactions were launched on the same day that the acquisition was announced.

Gallagher is a leading provider of insurance brokerage, consulting, and third-party property/casualty claims settlement and administration services to business and organizations around the world. It provides these services in approximately 130 countries around the world.