Cushman & Wakefield Ltd 8-K, filed May 19, 2020
Cushman & Wakefield Ltd. (CWK)
About this 8-K
Cushman & Wakefield Ltd filed this 8-K on May 19, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On May 19, 2020, Cushman & Wakefield plc (the “Company”) issued a press release announcing that its indirect wholly owned subsidiary, Cushman & Wakefield U.S. Borrower, LLC (the “Issuer”), priced its previously announced offering and will issue $650 million aggregate principal amount of senior secured notes due 2028 (the “Notes,” and the offering of the Notes, the “Notes Offering”). In accordance with Regulation FD, a copy of this press release is furnished as Exhibit 99.1 to this report. This notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.
The information furnished under Item 7.01 of this Current Report on Form 8-K and incorporated by reference into this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date hereof, 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:
| Exhibit # |
Description | |||
| 99.1 |
Press Release issued by Cushman & Wakefield plc dated May 19, 2020, announcing the Notes Offering. | |||
| 104 |
Cover Page Interactive Data file (formatted as Inline XBRL). | |||
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity.
Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the factors discussed in the Company’s annual report on Form 10-K for December 31, 2019 and Quarterly Reports on Form 10-Q, both filed with the Securities and Exchange Commission.
The forward-looking statements included in this report are made as of the date hereof, and except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report.
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: May 19, 2020
| CUSHMAN & WAKEFIELD PLC | ||
| By: |
/s/ Brett Soloway | |
| Name: |
Brett Soloway | |
| Title: |
Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
For Immediate Release
Cushman & Wakefield Announces Pricing of $650 Million Senior Secured Notes Offering
Chicago, May 19, 2020 – Cushman & Wakefield plc (NYSE: CWK) (“Cushman & Wakefield”) today announced that its indirect, wholly owned subsidiary, Cushman & Wakefield U.S. Borrower, LLC (the “Issuer”), has priced its previously announced offering and will issue $650 million of 6.75% senior secured notes due 2028 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). We intend to use the net proceeds from the offering for working capital and general corporate purposes.
The offering is expected to close on May 22, 2020, subject to customary closing conditions.
The Notes will be guaranteed by DTZ UK Guarantor Limited, a private limited company organized under the laws of England and Wales and a direct wholly owned subsidiary of Cushman & Wakefield (“Holdings”), and each of Holdings’ existing and future wholly owned domestic and U.K. restricted subsidiaries that guarantees Cushman & Wakefield’s existing senior secured credit facility.
The Notes were offered and will be sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any state or jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to purchase the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cushman & Wakefield
Cushman & Wakefield (NYSE: CWK) is a leading global real estate services firm that delivers exceptional value for real estate occupiers and owners. Cushman & Wakefield is among the largest real estate services firms with approximately 53,000 employees in 400 offices and 60 countries. In 2019, the firm had revenue of $8.8 billion across core services of property, facilities and project management, leasing, capital markets, valuation and other services. To learn more, visit www.cushmanwakefield.com or follow @CushWake on Twitter.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this press release are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity.
Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the factors discussed in Cushman & Wakefield’s annual report on Form 10-K for December 31, 2019 and 10-Q for the period ended March 31, 2020, including those discussed under sections “Item 1A—Risk Factors” therein.
The forward-looking statements included in this press release are made as of the date hereof, and except as required by law, Cushman & Wakefield undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release.
MEDIA CONTACT:
Grace Wilk
Corporate Communications
+1 312 470 1848
grace.wilk@cushwake.com