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AJG > SEC Filings for AJG > Form 8-K on 16-Jun-2014All Recent SEC Filings

Show all filings for GALLAGHER ARTHUR J & CO



Entry into a Material Definitive Agreement, Completion of Acquisition or

Item 1.01. Entry into a Material Definitive Agreement.

On June 15, 2014, the Share Sale Agreement described below under Item 2.01 was amended and restated. The information set forth below under Item 2.01 is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 16, 2014, Arthur J. Gallagher & Co. (the "Company") completed the acquisition (the "Acquisition") of certain insurance brokerage businesses of Wesfarmers Insurance Investments Pty Ltd and OAMPS Ltd (together with Wesfarmers Insurance Investments Pty Ltd, the "Seller") in Australia, New Zealand and the United Kingdom. The Acquisition was completed pursuant to a Share Sale Agreement entered into on April 6, 2014 (the "Share Sale Agreement") among the Company, the Seller, Wesfarmers Limited and Pastel Purchaser Pty Limited, as previously disclosed by the Company in a Current Report on Form 8-K dated April 7, 2014 under Item 1.01. The Share Sale Agreement was amended and restated on June 15, 2014 in order to (i) increase the purchase price by A$10,000,000 and
(ii) provide for a June 16, 2014 closing of the Acquisition (rather than June 30, 2014). Except as modified by the preceding sentence, the description of the Share Sale Agreement set forth under Item 1.01 of the Company's April 7, 2014 Current Report on Form 8-K is incorporated herein by reference.

In connection with the Acquisition, at closing the Company paid cash consideration of A$1.02 billion (the "Purchase Price"), reflecting the purchase price increase described above. The Purchase Price is subject to a net current asset adjustment, as provided in the Share Sale Agreement. Other than with respect to the Acquisition, there is no material relationship between the Company and the Seller. The Company funded the Purchase Price using proceeds from an equity offering, cash on hand and proceeds from the Company's revolving credit facility.

The foregoing description of the Share Sale Agreement is qualified in its entirety by reference to the full text of the Share Sale Agreement, as amended and restated, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

2.1 Share Sale Agreement, amended and restated as of June 15, 2014, by and among the Company, the Seller, Wesfarmers Limited and Pastel Purchaser Pty Limited.

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