Arthur J. Gallagher & Co. entered into a Security and Asset Purchase Agreement to acquire Certain Reinsurance, Specialty and Retail Brokerage Operations from Willis Towers Watson Public Limited Company for $3.6 billion.
May 11, 2021
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Arthur J. Gallagher & Co. (NYSE:AJG) entered into a Security and Asset Purchase Agreement to acquire Certain Reinsurance, Specialty and Retail Brokerage Operations from Willis Towers Watson Public Limited Company (NasdaqGS:WLTW) for $3.6 billion on May 12, 2021. Arthur expects to fund the Purchase Price using a combination of long-term debt, short-term borrowings, free cash and common equity. The final funding contemplates Arthur maintaining its investment grade debt rating. On May 17, 2021, Arthur J. Gallagher closed an offering that comprised of the issuance of $650 million in equity issuance of 2.5% senior notes due 2031 and $850 million 3.5% senior notes due 2051. Gallagher intends to use the net proceeds for funding the acquisition. Completion is dependent upon receipt of regulatory and antirust clearances permitting the completion of the Aon Willis Transaction. European Union antitrust regulators approved the deal on July 9, 2021. On July 15, 2021, the transaction was approved by the South Africa's Competition Tribunal. The European Commission recently approved the acquisition of Willis Towers Watson by Aon.The transaction is expected to close during the second half of 2021.
Morgan Stanley & Co. LLC and BofA Securities acted as financial advisors and Brian J. Fahrney, Brent M. Steele and Sean M. Carney of Sidley Austin LLP acted as legal advisor to Gallagher on this transaction. Andrew L. Fabens of Gibson, Dunn & Crutcher LLP acted as legal advisor for Arthur. Joseph Coco, Todd Freed and Patrick Lewis of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Willis Towers Watson Public Limited Company. Duane McLaughlin, Jeff Karpf, Jorge Juantorena, Elizabeth Chang, Marc Rotter, Nikta Daijavad, Taewan Roh, Anirudh Sivaram, and Jason Factor of Cleary Gottlieb represented the underwriters, led by Morgan Stanley & Co. LLC, in a $1.4 billion equity offering, and led by BofA Securities Inc. and J.P. Morgan Securities LLC, in a $1.5 billion registered note offering by Arthur J. Gallagher & Co. Charles Ruck, Bradley Faris, Max Schleusener, Larry Stein, Nicholas DeNovio, Bradd Williamson, Julie Crisp, Catherine Drinnan, Jeffrey Tochner, Carrie Girgenti, Jeffrey Anderson, Marc Williamson, Alan Devlin, Héctor Armengod, Les Carnegie, Fiona Maclean, Meredith Monroe, Joshua Marnitz and Drew Levin of Latham & Watkins LLP acted as legal advisor to Aon plc which is having a pending acquisition relation with Willis Towers Watson Public Limited Company (NasdaqGS:WLTW).
Willis Towers Watson Public Limited Company is a world leader in consulting, insurance brokerage and risk management software development. Revenues break down by activity as follows:
- human capital and social benefits consulting services (35.6%): consulting services in the organization, skills assessment, management and optimization of social benefits, compensation of executives and employees, etc. ;
- development of enterprise risk management solutions and services (31.9%): risk analysis, assessment consulting, effective risk management and anticipation services, design and development of software solutions for risk management. The group is also developing an insurance brokerage activity;
- risk/return balance management consulting services (17.7%): for investors, insurers and reinsurers. Additionally, the group offers insurance and reinsurance consulting services, financial management services, financing and investment strategies, as well as actuarial studies and expertise in mergers and acquisitions, etc., while developing software solutions for modeling and analysis of risks and financial activities;
- management and operation of a platform for the exchange and outsourcing of group health insurance plans and medical benefits (14.7%): allowing employees and retirees to choose the health coverage that meets their needs;
- other (0.1%).
Revenue is distributed geographically as follows: Ireland (1.7%), the United States (49.7%), the United Kingdom (20.5%) and other (28.1%).
Arthur J. Gallagher & Co. entered into a Security and Asset Purchase Agreement to acquire Certain Reinsurance, Specialty and Retail Brokerage Operations from Willis Towers Watson Public Limited Company for $3.6 billion.
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 
