Filed Pursuant to Rule 424(b)(2)
Registration No. 333-277002
PROSPECTUS SUPPLEMENT
To prospectus dated February 12, 2024
$1,000,000,000
Arthur J. Gallagher & Co.
$500,000,000 5.450% Senior Notes due 2034
$500,000,000 5.750% Senior Notes due 2054
Arthur J. Gallagher & Co. (the Company) will issue $500,000,000 aggregate principal amount of senior notes that will
mature on July 15, 2034 and bear interest at 5.450% per annum (the 2034 Notes) and $500,000,000 aggregate principal amount of senior notes that will mature on July 15, 2054 and bear interest at 5.750%
per annum (the 2054 Notes and, together with the 2034 Notes, the Notes).
Interest on the 2034 Notes is payable semi-annually in
arrears on January 15 and July 15 of each year and interest on the 2054 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.
Interest on the 2034 Notes will accrue from February 15, 2024 and the first interest payment date will be on July 15, 2024 (short first interest period) and
interest on the 2054 Notes will accrue from February 15, 2024 and the first interest payment date will be on July 15, 2024 (short first interest period).
The Notes will rank equally with all existing and future unsecured, unsubordinated indebtedness of the Company and will rank senior to any subordinated
indebtedness that the Company may incur.
The Notes may be redeemed at the option of the Company in whole at any time or in part from time to time at the
applicable redemption prices specified under Description of NotesOptional Redemption, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.
As described under Description of NotesPurchase of Notes Upon a Change of Control Triggering Event, if the Company experiences a change of
control and a ratings decline, the Company will be required to offer to purchase the Notes from holders, unless the Company has previously redeemed the Notes.
Investing in our Notes involves risks. See Risk Factors beginning on
page S-10 of this prospectus supplement and on page 3 of the accompanying prospectus. You should also consider the risk factors described in the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, including the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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Per 2034 Note |
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Total |
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Per 2054 Note |
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Total |
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Public offering price(1) |
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99.722 |
% |
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$ |
498,610,000 |
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98.788 |
% |
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$ |
493,940,000 |
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Underwriting discount |
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0.650 |
% |
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$ |
3,250,000 |
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0.875 |
% |
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$ |
4,375,000 |
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Proceeds to the Company (before expenses) |
|
|
99.072 |
% |
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$ |
495,360,000 |
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|
97.913 |
% |
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$ |
489,565,000 |
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(1) |
Plus accrued interest from February 15, 2024, if settlement occurs after that date.
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Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved
of the securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (DTC), for the accounts of its
participants, including Euroclear Bank, SA/NV and Clearstream Banking, S.A. on or about February 15, 2024.
Joint Book-Running
Managers
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BofA Securities |
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J.P. Morgan |
Barclays |
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BMO Capital Markets |
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Citigroup |
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Morgan Stanley |
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Co-Managers
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Capital One Securities |
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HSBC |
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Lloyds Securities |
Wells Fargo Securities |
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PNC Capital Markets LLC |
The date of this prospectus supplement is February 12, 2024.