ROLLING
MEADOWS, Ill., Nov. 16,
2022 /PRNewswire/ -- Arthur
J. Gallagher & Co. today announced a renewal of its
equity financing program for acquisitions, including the following
actions:
- We filed a shelf registration statement on Form S-4 registering
7.0 million shares for issuance in connection with brokerage and
risk management acquisitions. This is in addition to the 2.0
million shares that remain available for issuance under our
November 2016 shelf registration
statement on Form S-4.
- We established an at-the-market equity program under which we
may sell up to a total of 3.0 million shares. We intend to use the
net proceeds of sales under this program to fund future
acquisitions from time to time, yet can also be used for general
corporate purposes.
These actions are consistent with our past capital management
practices that, together with our existing $1.5 billion stock repurchase authorization, give
us the flexibility to adjust our capital structure depending upon
prevailing market conditions and acquisition funding needs. We have
no obligation to issue, sell or repurchase any shares.
Morgan Stanley is the sales agent for the at-the-market equity
program. Any sales of our common stock under the program will
generally be made through ordinary brokers' transactions, including
on the New York Stock Exchange, and sold at market prices or as
otherwise agreed with the sales agent. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor will there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction. The
offering under the at-the-market equity program may be made only by
means of a prospectus supplement and the related prospectus.
The offering under the at-the-market equity program 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 at-the-market
equity program will be filed with the SEC and will be 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, by mail at 180 Varick Street, 2nd
Floor, New York, NY 10014,
Attention: Prospectus Department.
About Arthur J. Gallagher
& Co.
Arthur J. Gallagher & Co.
(NYSE: AJG), 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.
Contact:
Ray Iardella
VP - Investor Relations
(630) 285-3661 – Ray_Iardella@ajg.com
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." Forward-looking statements are not guarantees of
future performance and they involve risks, uncertainties and
assumptions. Our future performance and actual results or
outcomes may differ materially from those expressed in such
forward-looking statements. Many of the factors that will determine
these results are beyond our ability to control or predict.
Accordingly, you should not place undue reliance on forward-looking
statements, which speak only as of, and are based on information
available to us on, the date on which they are made.
Such risks and uncertainties that could cause actual results to
differ materially from our published expectations include, among
others, the risks and uncertainties contained under the heading
"Risk Factors" in our filings with the Securities and Exchange
Commission (SEC) including our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021,
our 2022 Quarterly Reports on Form 10-Q and any other reports we
file with the SEC in the future.
Any forward-looking statements speak only as of the date that
they are made, and we do not undertake any obligation to update any
such statements or release publicly any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this report or to reflect new information, future or
unexpected events or otherwise, except as required by applicable
law or regulation.
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SOURCE Arthur J. Gallagher &
Co.