| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 31, 2023, Cushman & Wakefield U.S. Borrower, LLC (f/k/a DTZ U.S. Borrower, LLC) (the “Borrower”) and DTZ UK Guarantor Limited (“U.K. Guarantor”), each a subsidiary of Cushman & Wakefield plc (the “Company”), entered into an amendment (the “Amendment”) to the existing Credit Agreement between the Borrower, U.K. Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other subsidiary guarantors party thereto (as so amended, the “Credit Agreement”) to amend, among other things, certain pricing terms with respect to $1,000 million aggregate principal amount of outstanding borrowings under the senior secured term loan facility (such term loans as so amended, the “Refinancing Term Loans”) and extend the maturity date of the Refinancing Term Loans. The pricing and maturity of the remaining $1,593 million aggregate principal amount of outstanding borrowings under the term loan facility (the “Existing Term Loans”) provided by the Credit Agreement remain unchanged in all respects.
After giving effect to the Amendment, (i) the Refinancing Term Loans shall bear a variable rate of interest, at the Borrower’s option, equal to either: (a) the Term Secured Overnight Financing Rate (SOFR), plus 0.10% (which sum is subject to a minimum floor of 0.50%), plus an applicable margin of 3.25% per annum, or (b) the Base Rate (as defined in the Credit Agreement), plus an applicable margin of 2.25% per annum, and (ii) the maturity date of the Refinancing Term Loans has been extended to January 31, 2030. The Amendment also resets the “soft call” premium of 1.00% for certain repricing transactions with respect to the Refinancing Term Loans that occur within the six-month period after the effective date of the Amendment.
The Credit Agreement has the same guarantees and collateral as immediately prior to the Amendment, and includes representations and warranties, affirmative and negative covenants, events of default and other material terms applicable to the Existing Term Loans and the Refinancing Term Loans that are substantially the same as such terms as in effect immediately prior to the Amendment, while the Amendment gives effect to certain changes applicable to both Existing Term Loans and the Refinancing Term Loans which, among other things, (1) reset the applicable baskets to reflect the most recent EBITDA as calculated under Credit Agreement and (2) limit the mandatory prepayments required with respect to asset sales to only certain asset sales relating to sales of collateral, subject to customary step-downs and exceptions.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference to this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On February 1, 2023, the Company issued a press release describing the Amendment. The press release is furnished hereto as Exhibit 99.1.
The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
