ARTHUR J. GALLAGHER & CO. : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 1, 2021, Arthur J. Gallagher & Co. (the "Company") completed the acquisition (the "Acquisition") of the treaty reinsurance brokerage operations of Willis Towers Watson plc (the "Seller"). The Acquisition was completed pursuant to a Security and Asset Purchase Agreement entered into on August 12, 2021 (the "Purchase Agreement") between the Company and the Seller.

Upon the closing of the Acquisition, the Company paid the Seller an initial gross purchase price of $3.25 billion (the "Purchase Price"). Under the Purchase Agreement, the Purchase Price is subject to potential additional deferred consideration of up to $750 million, payable in 2025 based on revenues of the acquired operations in 2024. Other than with respect to the Acquisition, there is no material relationship between the Company and the Seller. The Company funded the Purchase Price using cash on hand, short-term borrowings and funds raised via capital market transactions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference in its entirety.

Item 7.01. Regulation FD Disclosure.

On December 1, 2021, the Company issued a press release announcing the completion of the Acquisition, a copy of which press release is attached to this Current Report on Form 8-K as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.       Description

2.1           Purchase Agreement, dated August 12, 2021 (incorporated by reference
            to the Company's Current Report on Form 8-K filed on August 16, 2021).


99            Press release, dated December 1, 2021, issued by Arthur J.
            Gallagher & Co.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

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