UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 20, 2021, Arthur J. Gallagher & Co. (the “Company”) completed its previously announced offering of $650 million aggregate principal amount of its 2.500% Senior Notes due 2031 (the “2031 Notes”) and $850 million aggregate principal amount of its 3.500% Senior Notes due 2051 (the “2051 Notes” and together with the 2031 Notes, the “Notes”). The offering of the Notes was made pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on Form S-3 (File No. 333-254015) (the “Registration Statement”).
The Notes were issued pursuant to an indenture, dated as of May 20, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as modified and supplemented in respect of the Notes by an Officers’ Certificate pursuant to the Indenture, dated as of May 20, 2021 (the “Officers’ Certificate”).
The relevant terms of the Notes, the Indenture and the Officers’ Certificate are further described under the caption “Description of Notes” in the prospectus supplement dated May 13, 2021, filed with the SEC by the Company on May 17, 2021. This description is incorporated in this Item 8.01 by reference.
The Indenture and the Officers’ Certificate (including the forms of the Notes) are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference. The descriptions of the Indenture and the Officers’ Certificate (including the forms of the Notes) in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Indenture and the Officers’ Certificate (including the form of the Notes). The Company is filing this Current Report on Form 8-K in order to file with the SEC certain items that are to be incorporated by reference into the Registration Statement.
The opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Notes is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arthur J. Gallagher & Co. | ||||||
| Date: May 20, 2021 | /s/ WALTER D. BAY | |||||
| Walter D. Bay Vice President, General Counsel and Secretary | ||||||