STOCK PURCHASE AGREEMENT by and among DOLPHIN TOPCO, INC., ARTHUR J. GALLAGHER & CO. and THE ASSUREDPARTNERS GROUP LP Dated as of December 7, 2024Stock Purchase Agreement • December 9th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware
THIS STOCK PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with the terms hereof, this “Agreement”) is dated as of December 7, 2024 and is by and among Dolphin TopCo, Inc., a Delaware corporation (the “Company”), Arthur J. Gallagher & Co., a Delaware corporation, (“Purchaser”), and The AssuredPartners Group LP, a Delaware limited partnership (the “Seller”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONStock Purchase Agreement • December 9th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service
On December 7, 2024, Arthur J. Gallagher & Co. (“Gallagher”, or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, The AssuredPartners Group LP (the “Seller”) and Dolphin TopCo, Inc. (“AssuredPartners”, or the “Acquired Entity”), pursuant to which the Company will acquire all of the issued and outstanding stock of the Acquired Entity for an aggregate purchase price of $13.450 billion in cash payable at closing, subject to certain customary adjustments as set forth in the Purchase Agreement (the “Transaction”).
