Form 8-K





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

July 11, 2012

Date of Report: (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-9761   36-2151613

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.

The information required by this item with respect to the Purchase Agreement (as defined below) is incorporated herein by reference to Item 2.03.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 10, 2012, Arthur J. Gallagher & Co. (“Gallagher”) and certain of its subsidiaries (collectively, the “Subsidiary Obligors”) issued, in a private placement, $50 million aggregate principal amount of 3.99% Series F Senior Notes, due July 10, 2020 (the “Notes”). Interest on the Notes is payable semi-annually in arrears on January 10 and July 10 of each year, beginning on January 10, 2013. Gallagher issued the Notes pursuant to the terms of a Note Purchase Agreement dated as of July 10, 2012 (the “Purchase Agreement”) with certain accredited institutional investors (collectively, the “Purchasers”). The Notes are senior unsecured obligations of Gallagher and the Subsidiary Obligors and rank equal in right of payment with all other senior unsecured indebtedness of Gallagher and the Subsidiary Obligors.

The Purchase Agreement contains customary provisions for transactions of this type, including representations and warranties regarding Gallagher and its subsidiaries and various covenants, including covenants that require Gallagher to maintain specified financial ratios. The Purchase Agreement provides for customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the Notes, covenant defaults, cross-defaults to other agreements evidencing indebtedness of Gallagher or its subsidiaries, certain judgments against Gallagher or its subsidiaries and events of bankruptcy involving Gallagher or its material subsidiaries.

Under the terms of the Purchase Agreement, the Notes are redeemable, in whole or in part, at 100% of the principal amount being redeemed, together with accrued and unpaid interest and a “make-whole amount” (as defined in the Purchase Agreement). If within 90 days after a “change in control” Gallagher (or its successor) does not have an “investment grade rating”, Gallagher is obligated to offer to prepay all of the outstanding Notes at the principal amount thereof plus accrued interest (but without any “make-whole amount”) (as each term is defined in the Purchase Agreement).

The foregoing summary is qualified in its entirety by reference to the Purchase Agreement and form of the Notes, filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively.


Item 7.01. Regulation FD Disclosure.

On July 10, 2012, Gallagher issued a press release announcing it had completed the issuance of the Notes. A copy of this press release is furnished herewith as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.


4.1 Note Purchase Agreement, dated as of July 10, 2012, between Gallagher and the Purchasers.


4.2 Form of the Notes (included as Exhibit 1(a) to Exhibit 4.1 of this Form 8-K).


99 Press release, dated July 10, 2012, issued by Arthur J. Gallagher & Co.


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: July 11, 2012     /s/ WALTER D. BAY
    Walter D. Bay

Vice President, General Counsel and Secretary

(duly authorized officer)