UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 1, 2021, Arthur J. Gallagher & Co. (the “Company”) announced it has entered into a definitive Closing Letter Agreement (the “Agreement”) with Willis Towers Watson plc (“WTW”) that, among other matters, amends certain provisions of the Security and Asset Purchase Agreement (“Purchase Agreement”), dated as of August 12, 2021, by and between WTW and the Company, pursuant to which, on the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to purchase WTW’s business known as “Willis Re” (the “Transaction”), to reflect the passage of time and certain other matters mutually agreed by the parties.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the Agreement in this Item 1.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference. The Agreement is not intended to provide any other factual information about the parties thereto. The Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding the Company or WTW or their respective businesses.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co. * | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. |
SIGNATURES
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: December 6, 2021 | /s/ WALTER D. BAY | |||||
| Walter D. Bay | ||||||
| Vice President, General Counsel and Secretary | ||||||