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. |
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On April 3, 2025, Arthur J. Gallagher & Co. (the “Company”) entered into an amendment and restatement to its Credit Agreement, dated as of June 22, 2023 (as so amended and restated, the “A&R Credit Agreement”), with Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, and the other lenders and L/C issuers party thereto. The amendment and restatement, among other things, extended the maturity date of the A&R Credit Agreement from June 22, 2028 to April 3, 2030, increased the commitment from $1,700,000,000 to $2,500,000,000 (including a $75,000,000 letter of credit sub-facility and a $250,000,000 Euro swingline sub-facility) and updated the facility fee and applicable margin as determined by reference to the rating of the Company’s long-term senior unsecured debt. The Company may also, upon the agreement of either one or more then-existing lenders or of additional banks not currently party to the A&R Credit Agreement, increase the commitments under the A&R Credit Agreement up to $3,000,000,000. Other material terms, including financial ratios and all-in drawn pricing, were not changed by the A&R Credit Agreement.
The foregoing summary of the A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Credit Agreement, filed herewith as Exhibit 4.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Amended and Restated Credit Agreement, dated as of April 3, 2025, by and among Arthur J. Gallagher & Co., as borrower, Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, and the lenders and other L/C issuers party thereto. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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.
| Date: April 4, 2025 | Arthur J. Gallagher & Co. | |||||
| /s/ WALTER D. BAY | ||||||
| Walter D. Bay | ||||||
| Vice President, General Counsel and Secretary | ||||||