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AJG > SEC Filings for AJG > Form 8-K on 1-Apr-2014All Recent SEC Filings

Show all filings for GALLAGHER ARTHUR J & CO

Form 8-K for GALLAGHER ARTHUR J & CO


1-Apr-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or


Item 1.01. Entry into a Material Definitive Agreement.

On April 1, 2014, Arthur J. Gallagher & Co., through its subsidiary, Friary Intermediate Limited (together, "Gallagher"), entered into a Share Purchase Agreement (the "Agreement") with Oval Limited, Oval EBT Trustees Limited, and certain institutional sellers, individual sellers and option holders set forth in the Agreement (the "Sellers"), to acquire the Oval Group of Companies ("Oval"). Under the Agreement, Gallagher agreed to purchase all of the outstanding equity of Oval Limited (the "Acquisition") for net cash consideration of approximately 199.0 million (approximately $331.3 million), which amount includes 2.1 million (approximately $3.5 million) held back and placed into escrow for three years as partial security for warranty obligations under the Agreement and 5.0 million (approximately $8.3 million) held back and placed into escrow for approximately three months as partial security for adjustments to the balance sheet (the "Purchase Price"). Oval is an independent commercial insurance broker operating out of 24 offices throughout the United Kingdom, with over 1,000 employees. Other than with respect to the Acquisition, there is no material relationship between Gallagher and the Sellers. Gallagher funded the Purchase Price using a combination of cash on hand and borrowings on its revolving credit facility portion of its unsecured multicurrency credit agreement.

The Agreement, supplemented by a separately entered into warranty deed, includes customary warranties and/or covenants with respect to matters such as operation of the acquired business, regulatory compliance, litigation and taxes. The liability of the Sellers and certain members of senior management under the Agreement is limited to the amount of the escrow. Additionally, Gallagher has purchased an insurance policy to cover the general and tax warranties.



Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 1, 2014, Gallagher completed the Acquisition. The information set forth above under Item 1.01 is incorporated by reference into this Item 2.01.



Item 7.01. Regulation FD Disclosure.

On April 1, 2014, Gallagher issued a press release announcing the Acquisition. A copy of this press release is furnished herewith as Exhibit 99.



Item 9.01. Financial Statements and Exhibits.

99 Press release, dated April 1, 2014, issued by Arthur J. Gallagher & Co.


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