Good morning and welcome to Arthur J. Gallagher & Co's call to discuss the acquisition of certain Willis Towers Watson operations. Participants have been placed on a listen-only mode. Your lines will be open for questions following the presentation. Today's call is being recorded. If you have any objections, you may disconnect at this time. Some of the comments made during this conference call, including answers given in response to questions, may constitute forward-looking statements using the meaning of the securities laws. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to the cautionary statements and risk factors contained in the company's 10-K, 10-Q, and 8-K filings for more details on its forward-looking statements and related risks and uncertainties. In addition, for reconciliations of the non-GAAP measures discussed on this call, as well as other information regarding these measures, please refer to our most recent SEC filings and other materials in the Investor Relations sections of the company's website. It is now my pleasure to introduce your host, J. Patrick Gallagher, Chairman, President, and CEO of Arthur J. Gallagher & Co. Mr. Gallagher, you may begin. Thank you. Thank you all for joining us this morning on such short notice. On the call with me today is Doug Howell, our Chief Financial Officer. We will also be referencing the presentation that is posted on our IR website during today's call. Let me start the call by saying we are really, really excited about the announced transaction. To me, it's another seminal moment for our company. Like we have throughout our history, we seize upon the opportunities to drive our long-term strategy forward at what we think are really attractive valuations for great operations. Let me give you some background on what we are buying on slide seven. It's the vast majority of Willis Re's treaty and facultative reinsurance brokerage operations, as well as certain U.K. Specialty, European, and North American brokerage operations. It's part of the remedy package that was submitted by Aon plc to regulators around the globe. All told, we will add more than 6,000 new colleagues, $1.3 billion of estimated pro forma revenue, $357 million of estimated pro forma EBITDA, and we're doing that at a really compelling price and valuation. The 6,000 brains we are adding, the expertise, will make Gallagher even stronger. Our carrier relationships will be enhanced. Our increased scale, the data and analytics capabilities that will follow, it's incredible. These benefits ultimately accrue to our clients. Let me talk a little bit more about the strategic rationale for this acquisition on slides nine and ten before I turn it over to Doug, who will hit on the key transaction features and walk you through the pro forma financials. Overall, this is a compelling transaction for us. Number one, it expands our global reinsurance brokerage value proposition. Number two, it broadens our global retail brokerage footprint. Number three, it increases the depth in key specialty operations like cyber, financial lines, space, aerospace, and niches like construction and energy. We are adding a great management team that leads an organization with a strong sales-based culture similar to Gallagher. The team is excited, very energized about joining the Gallagher family. Last but not least, this is financially attractive. We are paying 10 times 2020 estimated pro forma EBITDA. It is 9.2 times if you include net assets acquired and working capital. Moving into more detail by business, starting with reinsurance brokerage on slide 11. We are combining the vast majority of Willis Re's treaty and facultative brokerage operations with the best startup I have seen in my career, Gallagher Re. We think we should drive tremendous value for our clients, carrier partners, and shareholders. We will increase our scale, add products and services in new niches and new geographies. We will become the world's third largest reinsurance broker with a presence in more than 25 countries. We get expertise with more than 2,300 colleagues putting on a Gallagher jersey and joining our team. We also get top-notch, I mean really world-class data and analytic capabilities. From catastrophe and capital modeling to dynamic financial analysis, tools that we can further leverage with our current Gallagher relationships and potential prospects. With our increased scale and commitment to providing our teams with the tools, resources, and products to win, I see us investing in and broadening out the services we provide over time. Moving to the next slide in the European retail and U.K. Specialty businesses. We are equally excited about the European businesses included in the transaction. They are at scale, well-regarded brokerage operations, including the leading broker in France, Gras Savoye. Operations in other key countries representing four of the largest EU economies and approximately 50% of the EU's annual GDP. Most of these tend to be focused on middle market and large multinational clients weighted towards property and casualty and sell across a number of niche verticals, so they align nicely with our strategy. These operations accelerate our expansion into Western Europe, the expansion that we have been undertaking thoughtfully over the past five years. We can leverage our London Specialty operations to better serve our retail clients. These new European platforms will allow us to continue our successful tuck-in merger and acquisition strategy. Lastly, the U.K. Specialty operations, these are some attractive niches, including cyber, financial lines, space, and aerospace, fit nicely. These should strengthen our leading London Specialty operations and complement the opportunistic aerospace aviation transaction that we announced about two years ago that has already been a smashing success. Moving to North American brokerage on slide 13. We're adding $50 million of profitable business and around 100 new colleagues. These operations are focused in Houston, San Francisco, and Bermuda. These should further strengthen our large account capabilities and deepen our expertise in key niches like construction and energy. We also see the potential to leverage our U.S. Wholesale and our London Specialty operations to help solve clients' needs. Overall, a compelling transaction and an exciting day for Gallagher. I'll stop there and turn it over to Doug to discuss the terms and financials in more detail. Doug? Thanks, Pat, and thanks for joining everyone. I'll echo Pat's comments. This acquisition is an exciting opportunity for us. Not only does it expand our global value proposition and global footprint, but it also increases our depth and expertise in many other areas of our operations. Today, I'll discuss the financial metrics of the transaction over the next few minutes, and then we can move to Q&A. Turn to slide six in the investor materials. As Pat mentioned earlier, the acquired operations' pro forma revenues are approximately $1.3 billion, with pro forma EBITDA of approximately $357 million. The gross consideration is 10x EBITDA, or $3.57 billion. The net consideration is about 9.2 x EBITDA, or right around $3.3 billion after net assets and working capital. Of the total consideration, we're expecting to finance this using a combination of long-term debt, short-term borrowings, free cash, and common equity. The split we've assumed between debt and equity allows us to maintain a prudent and conservative leverage ratio. That's very important to us. We do not want this transaction to slow our ongoing tuck-in M&A strategy. Tuck-in acquisitions are an integral part of our growth story. With this balance of free cash, debt, and equity, we estimate these pro forma acquired operations are 9%-11% accretive to our 2020 adjusted GAAP earnings per share, excluding Clean Energy. If we also exclude the non-cash amortization expense from the calculation, it improves it to 10%-13% accretive. This is really terrific. As for integration, we are expecting to spend approximately $350 million in total over three years to integrate these operations. This consists primarily of migrating the reinsurance business onto our Gallagher Re platform, as well as porting over and standing up operations in France, Spain, Germany, and the Netherlands. That integration number also includes purchase-related incremental retention amounts. While there will likely be wins in expense savings as we consolidate offices and bring the employees onto our systems over the next couple of years, our plan is to further strengthen our reinsurance and global footprint by reinvesting those savings in the business. Given the operations already run at a healthy EBITDA margin of about 27%-28%, we don't need expense synergies to make the business look attractive. Given our focus on operational excellence across the organization, longer term, we do see the potential for EBITDA margins to slightly improve. The closing of this transaction is dependent on the European Commission, U.S. Department of Justice, and other regulatory approvals as part of the pending Aon and Willis combination. While the timing of these approvals is unknown and inherently hard to predict, we anticipate closing during the second half of 2021, perhaps as early as July 1st. Before we open for Q&A, let me recap. This acquisition is an exciting opportunity for us. It accelerates our long-term strategy. It adds scale and capabilities, and most importantly, talent, all the while keeping our conservative financial profile, our commitment to an investment-grade rating, and delivering really attractive earnings accretion. With that, I'll turn it over to the operator for questions. Rob? Thank you. Thank you. The call is now open for questions. If you have a question, please pick up your handset and press star one on your telephone keypad at this time. If you're on a speakerphone, please disable that function prior to pressing the star one to ensure optimum sound quality. You may remove yourself from the queue at any point by pressing star two. Again, that's star one for questions. One moment while we poll for questions. Our first question comes from Elyse Greenspan with Wells Fargo. Please proceed with your question. Hi, thanks. Good morning. Good morning, Elyse. Good morning. My first question, as you guys think about integrating, I'm assuming each business will be thought of kind of separately. I just want to confirm the integration amount you called out that will be pulled out of adjusted earnings? Yeah. To answer that question, yes. I think if you look at this as a series of tuck-in acquisitions, for instance, in the U.S., we have San Francisco, Houston, and then also, I should say, North America, we have Bermuda. We do 40 acquisitions a year in North America, so those will be nice tuck-in integration strategies there. When you look to Europe, really, Gras Savoye stood on its own for many, many years, so that should be a stand-up. Germany has its own system. Spain does. The Netherlands do. It is really standing them up on their own self. The reinsurance business, we're already using the reinsurance system that was the target system that we were using right now in Gallagher Re. Moving that business onto our system, we know where it needs to go, and we have experience doing that with our own operations. You're right to look at it as a series of tuck-in and stand-up type integrations. It's not two sets of hands on everything. We've got hundreds and hundreds of hands that can do that. The total cost, we think, will be about $350 million over three years. We'll adjust that out going forward. Are you guys willing to disclose the margins? I know we have the revenue for each of the kind of separate, I guess, acquisitions, as you want to call it, North America, Europe, and reinsurance. Are you willing to disclose the margins on each of those businesses? Doug, to your point that I guess you guys will reinvest some of the savings. I mean, the EBITDA margin here, obviously, it's below the high level you guys got up to with the good amount of expense saved during the pandemic. When you say longer term, it could go higher. I guess can you just kind of shed more light on that a little bit too? Sure. Here's the thing. I think it's probably better that we wait till our investor day, maybe in June, to give you margins by group. But we would say that reinsurance and certain parts of North America perform slightly higher than what we're seeing in Europe. So you could look at it that way. In terms of coming in somewhere in the 27%-28% range, actually, if you took out our COVID savings, we'd be that we're running on that. It'd be pretty close to what we're running. So it could be initially a little margin diluted. It's also seasonal. One thing to make sure you look at in the investor materials is that it's highly seasonal to the quarters, first and second quarter. So make sure you dig that out of the presentation. I think it's someplace back on pages 20. It's on page 17, I believe, in the presentation. Will it Re generate some earnings in the U.S.? The reason I ask is I would think there would be a component of this transaction that would enable you to use the cash tax credits you have in your balance sheet potentially quicker than if you did not have the earnings coming on? Yeah. That's a great point. There is a significant amount of the Re business that's in the U.S. Let's call it maybe half and half, half in the U.S. and half the rest around the world. We're doing that part of the transaction as an asset purchase. We will get the step-up in basis for amortization, so it's a tax-deductible deal. We get the deduction of the amortization. You will know this, that if you get the deduction of amortization, it really enhances, it brings the multiple down by as much as a full point, maybe a point and a half. That will help us on that piece of the business in the U.S. We will use our tax credits a little faster. Is it a substantial amount each year that will be used faster? No. Between the deductible amount of amortization, between using our tax credits, it brings our multiple down. Let's call it a full turn in terms if you're looking at a cash basis versus an EBITDA basis. Okay. That's helpful. One last one. You guys had $400 million, I think, of cash on your balance sheet as of your last earnings call. With the financials here, how much cash versus debt are you expecting in that component of the financing? We're still working through that mix. There's no question we'll be raising debt and equity as a result of this. I think that'll come apparent here in the next few days. Okay. Thank you. Our next question comes from C. Gregory Peters with Raymond James. Please proceed with your question. Hi, Greg. Good morning. Good morning. Congratulations on what is going to really be a transformative acquisition for your company. Thank you, Greg. I know I'm not supposed to say things like that on conference calls, but I know your company for a long time, and this is a pretty important step for you guys. Thank you. We think it is. We're very excited. Pat, every management meeting that you host with investors, you always go back to the cultural aspect of Arthur J. Gallagher. When I see this big transaction being announced and knowing some of the assets like Gras Savoye, which has been traditionally fiercely independent, it begs the question, how are you going to ensure cultural continuity going forward as you integrate these large assets? First of all, I would give a lot of credit to our counterparts at Aon because, Greg, to your point, and I don't mind starting there, so thank you for the question. We started in discussing this with the people at Aon saying that the most important thing to us was the cultural aspect. They granted us the opportunity to talk to the people both at Willis Re as well as Gras Savoye, as well as Spain, etc. It was those discussions that led myself, Tom Gallagher, and others on the management team to say, "This is a really good dynamic fit." Let's start with reinsurance, which is the jewel of the transaction, is reinsurance. We're very, very excited to be bigger at that. The complementary aspect of that with Gallagher Re right now, which you know is our best startup, is really exciting. It puts us in a position now to clearly be in the top three in virtually every part of the business that we touch. It was a hole that we filled in what you're correct in calling a transformational deal. What I'm really as excited about is I believe that we'll be standing in front of you at our investor days over the next few years saying that this was not even close to a problem. This was an incredible fit. These people are professionals. Kudos to the folks on all these teams. Keeping their teams together and certainly talking about joining Aon had a lot of excitement to it as well. They were able to balance that with their folks. The message was, "Let's stick together and see how this all works out." They are very excited about joining Gallagher. That's not a knock on the others. That's not a knock on our competitors. You know I have great respect for them and a lot of time for them, but it does speak to the culture. These people know our culture in the marketplace. They know our people all over London. They know the transactions we've done in France and in Germany, Netherlands, and around the world. They know that at Gallagher, our customers come first. Quite honestly, they realize that Gallagher is a broker run by brokers. They really, really like that because they know that if they call Tom Gallagher, if they call Pat Gallagher and say, "Can you help me on this account? Can you go on this meeting?" We are one phone call away from that, and nobody enjoys being involved in a sales process or a customer engagement more than me. I will tell you, I think this deal is compelling financially, which is wonderful. To me, the people we're getting are even more exciting. Hey, Greg, I think you have been around a long time. This is Doug. I think you asked the same question seven years ago when we bought Wesfarmers, Crombie Lockwood, OAMPS, Oval, Giles, and Noraxis kind of all in a year period. When you look at those operations now that are selling insurance, embodying the Gallagher way, feeling part of a team, I think that the track record that we've had there should be repeated here on this acquisition. We did it seven years ago on those five different pieces of business coming together all in about a 12-month period. I think as we look at these being a series of combinations of, call it six, seven, eight different operations, they'll really like being a part of Gallagher. In one of the comments in the reinsurance piece, I think you talked about getting the data analytics business. I know that is a crown jewel of Willis. In the Aon-Willis Towers Watson merger announcement and some of the marketing material, they talked about the enhanced power of data analytics from the combined entities. I'm trying to understand what part of the data analytics that you're getting that Aon-Willis Towers Watson is not getting, but I'm trying to understand where the line of separation is. Does that make sense? Yeah, Greg, it does. There is no real line of separation. This is not a have versus have not. That is an important part of the transition agreement that we are doing with them. Part of the remedy here is that they cannot sell us an operation and then have that operation not be able to compete. When you think about the data and analytics, both parties will have the systems necessary to do that analysis. They will have the capability of culling that data. It is really to us moving to another level. It is an area where we were behind. I think that will take us to another level that is very exciting. Truthfully, data analytics across all of our businesses now is probably becoming one of our absolute top three key focuses because that is where the world is going. Hey, Greg, do you mind if we take another call? We got a sunset on this in five minutes. I appreciate your comments. Do you mind if we jump to another one? Yes, sure. Go for it. All right. Thanks a lot, Greg. Appreciate the support. Our next question is coming from Paul Newsome with Piper Sandler. Please proceed with your question. Great. Congratulations on the deal. Maybe you could talk about, if we look towards the transaction itself, any rating constraints or things that we think about how much debt you could put on the books given the current financials? Yeah. Good question, Paul. The amount of debt we're putting on the books will not jeopardize our current solid investment-grade ratings. Hopefully, in the next day or so, we'll have that worked out, and you'll have it in your model. Is there any sort of bumper in terms of D/A ratios or interest ratios that would be sort of normal for your ratings that we'd have to consider? Yeah. Look, I think that you can go three times the EBITDA normally, but I think that we're a little our leverage is a little low right now. If you stay below three times EBITDA, that should be fine for where we need to be. One of the great successes of those numerous acquisitions that you made overseas several years ago was the fact that the margins in those businesses essentially converged to the higher margins that you had in the U.S. Do you think that the businesses you acquired are capable of doing that as well, or do you think that they're running pretty efficiently as they are given kind of what they are? I think it's both. I think you got to take each one of them. I think if you go back in history, when you look at the New Zealand operation was pushing 40 points of margin. We bought it. And the Australian operation might have been in the low teens. Parts of Canada were in the low teens, and parts of it were pushing 40 points. Some of that was in the PE-backed Oval and Giles in the U.K. had pockets. The answer to this is it's not necessarily that you look at them all together. It's where do you have opportunities to be better together. The places that we're going to get synergies on that will be not only investing in systems that, frankly, they probably haven't invested enough in systems over the last few years as they've been caught in limbo here. We'll be coming in to make some of those investments. You'll have intra synergies. Then the synergies come with our other operations. I think that our target system that we have on our Gallagher Re platform should be a really competitive advantage for the Willis Re folks when they come onto that platform. I think when you look at San Francisco, Houston, it's going to be a collection of opportunities. At least ask the questions, where do you think margins could go longer term? Do I see 10 points of margin in it? No. Do I see a couple points? It's probably in that realm somewhere. I do think, this is Pat, I'd emphasize Doug's comments in his prepared remarks, which is you'll notice that there's no dollar synergy amount in our announcement. This is not a synergy play. This is not an expense takeout play. We'll invest in these businesses and grow them. If you think about it, a lot of times synergies are there to bridge the we've got a really fair multiple on this using our tax credits and the tax shield that's created by asset step-ups. Again, makes it another turn or turn and a half lower. When you've got that type of multiple, these are businesses that we want to invest and grow in. I think that can there be some in it? Yeah. Is that really why we did this? No. It's not the reason why we did these deals. Finally, and then I'll stop, the Health and Benefits business, it doesn't look like anything was part of this negotiation. Any reason why the Health and Benefits businesses out of Willis were not part of the negotiation? Or maybe they are and it's part of the other pieces that we're buying. Yeah. The Health and Benefits come with us in France and Spain. I may look to Pat to see if there's not a lot of Health and Benefits in the U.S. That's all P&C on that side. Then Germany, I believe we're getting Health and Benefits too. Okay. Thank you. I really appreciate it. Yeah. Paul, thanks for being on. Thanks, Paul. Yeah. Time for one more question? One more question. Our next question, our last question is from Josh Shanker with BofA Securities. Please proceed with your question. Very much appreciate my question. Thank you. Morning, Josh. Morning to you. There's an old parable about two feuding brothers who split their father's fortune, and the father is dying. Our words are that the older brother can split the fortune, but the younger brother gets to pick which half he wants. When I look at the deals you've done in the past, most deals are being done because you have a seller who wants to monetize their life's work but also wants to grow with Gallagher. This is a very, very different deal. As somebody else is sort of putting the pieces out that you're purchasing, how do you know that you're purchasing the right pieces? They know more about this business than you do. Is there any risk here that you're getting adversely selected by somebody who knows more about the pieces being sold than the pieces that you're buying? I mean, let's face it. As you said, we don't have an owner here, but we've got some unbelievably strong entrepreneurs who we've gotten to know. First of all, we've known a number of them over the years because they're good competitors. We know our competitors primarily, especially in the London market. We know that we're getting a group of people here that we're excited. We frankly tried to recruit them over the years, and we couldn't get them. I think we're getting people here that are very excited to join Gallagher. They see their futures, and this is what we've tested, as I said, in determining the culture of these organizations and being able to talk about the hearts and minds of our people. Let's remember, everyone that's come into this deal, if they didn't like the folks they were with, have had over a year's time to depart. They've stayed together. That's key here. They've stayed together as a team because they want to do something with the team that's special. Frankly, I think Gallagher offers them that opportunity. The reinsurance people are very excited. People we talked to in France and across Europe, Netherlands, Germany, and Spain are very excited. The U.S. as well. Yes, it's a risk, Josh. I didn't know where you're going with the parable, but the younger brother's happy too. Yeah. Listen, we've had a lot of time inside of these businesses over the last number of weeks. I think that, believe it or not, I think we might have been into something that Aon was allowed to get into. I think we have to wrap it up now, guys. Sorry. We're at the 35, and we apologize for being five minutes late on it. You'll be hearing from us a lot on this, and I appreciate you jumping on the call. We think this is an amazing opportunity. We think it's a credo to the story. More importantly, it's strategic to our next steps as a global broker. Thanks for everybody for joining. We appreciate it. We'll talk to you at our investor day in June, if not sooner. Thanks, everyone. This concludes today's conference. You may disconnect your lines at this time. We thank you for your participation.