On March 14, 2024, Arthur J. Gallagher & Co. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), pursuant to which the Company may offer and sell up to 3,000,000 shares of the Company’s common stock, par value $1.00 per share (the “shares”), from time to time, in “at-the-market” offerings through Morgan Stanley, as sales agent (the “at-the-market program”). The Equity Distribution Agreement replaces and extends the Company’s prior equity distribution agreement, entered into under the Company’s prior registration statement and under which no sales were made, by transferring the at-the-market program to the Company’s shelf registration statement on Form S-3ASR (Registration No. 333-277002) filed on February 12, 2024 (the “Registration Statement”). No changes have otherwise been made to the at-the-market program.
Sales of the shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with Morgan Stanley. Morgan Stanley will receive a commission from the Company that will not exceed, but may be lower than, 1.25% of the gross sales price of all shares sold under the Equity Distribution Agreement. Any shares will be issued pursuant to the Registration Statement, as supplemented by the prospectus supplement, dated March 14, 2024. The Company is not obligated to sell, and Morgan Stanley is not obligated to buy or sell, any shares under the Equity Distribution Agreement, and no assurance can be given that the Company will sell any such shares, or, if it does, as to the price or amount of shares that it sells or the dates when such sales will take place. Under the Equity Distribution Agreement, the Company has agreed to indemnify Morgan Stanley against certain liabilities, including under the Securities Act of 1933, as amended, or to contribute payments that Morgan Stanley may be required to make because of such liabilities.
The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Equity Distribution Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. In addition, a copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares that may be sold pursuant to the Equity Distribution Agreement is filed herewith as Exhibit 5.1.
Item 9.01. | Financial Statements and Exhibits |