8-KOther EventsExhibits & Filings

Arthur J. Gallagher & Co. 8-K Report, Corporate Update (Jan 23, 2009)

Filed January 23, 2009For Securities:AJG

Summary

Arthur J. Gallagher & Co. (AJG) announced on January 23, 2009, a significant strategic acquisition to bolster its commercial property/casualty brokerage operations. The company has entered into definitive agreements to acquire all policy renewal rights from Liberty Mutual's middle-market commercial property/casualty business in its Midwest and Southeast regions, along with the national producer group and policy renewal rights from Wausau Signature Agency, a Liberty Mutual subsidiary. This move is expected to add approximately 120 new insurance sales professionals to AJG's retail brokerage force. The transaction involves an initial cash and stock payment of approximately $44 million, with potential additional payments of up to $120 million based on revenue generated over a two-year period post-closing. The deal, anticipated to close around March 1, 2009, is subject to customary closing conditions, including regulatory approval.

Key Highlights

  • 1AJG is acquiring policy renewal rights from Liberty Mutual's middle-market commercial P/C business in Midwest and Southeast regions.
  • 2AJG is also acquiring policy renewal rights and the national producer group from Wausau Signature Agency (Liberty Mutual subsidiary).
  • 3Approximately 120 new insurance sales professionals are expected to join AJG's retail commercial P/C brokerage operations.
  • 4The acquisition includes an initial payment of approximately $44 million in cash and stock.
  • 5Additional payments, up to $120 million, are contingent on revenue generated over a two-year period post-closing.
  • 6The transaction is expected to close around March 1, 2009, subject to regulatory approval and other customary conditions.

Frequently Asked Questions

The primary strategic purpose is to significantly expand AJG's retail commercial property/casualty brokerage operations by acquiring policy renewal rights and adding experienced sales professionals, particularly in the middle-market segment.

The initial payment is approximately $44 million in cash and stock. There are potential additional payments of up to $120 million, which are contingent on future revenue generated by the acquired business over a two-year period. Therefore, the total potential financial commitment could reach approximately $164 million.

The transaction is expected to close on or about March 1, 2009, subject to the satisfaction of customary closing conditions, including regulatory approval.

The acquisition includes policy renewal rights for Liberty Mutual's middle-market commercial property/casualty business in the Midwest and Southeast regions, as well as the national producer group and policy renewal rights from Wausau Signature Agency, which focuses on commercial P/C and employee benefits insurance.