Summary
This 8-K filing from Arthur J. Gallagher & Co. (AJG) reports on the closing of a private placement of $100 million in unsecured senior notes, designated as Series T Notes, due in 2027 with a 3.46% interest rate. These notes were issued on December 1, 2016, under a Note Purchase and Private Shelf Agreement with PGIM, Inc. (Prudential) and its affiliates. The filing also reveals a shelf registration component, allowing Gallagher to issue up to an additional $525 million in unsecured senior notes (Shelf Notes) through December 1, 2019. These Shelf Notes will mature within 15 years and will have interest rates determined by Prudential at the time of issuance. The agreement includes standard covenants regarding financial ratios and events of default, as well as provisions for redemption and a potential prepayment obligation triggered by a change in control if the company does not maintain an investment grade rating.
Key Highlights
- 1AJG closed a private placement of $100 million in unsecured senior notes (Series T Notes) on December 1, 2016.
- 2The Series T Notes have a maturity date of 2027 and carry an interest rate of 3.46%.
- 3The issuance was made under a Note Purchase and Private Shelf Agreement with PGIM, Inc. (Prudential) and its affiliates.
- 4Gallagher has the option to issue up to an additional $525 million in unsecured senior notes (Shelf Notes) through December 1, 2019.
- 5Shelf Notes will have a maximum maturity of 15 years from issuance, with interest rates determined by Prudential.
- 6The agreement contains customary covenants, including financial ratio requirements and events of default.
- 7A change in control event may trigger an obligation to prepay the notes if AJG's investment grade rating is not maintained.