CBRE CBRE Group, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2015

 

 

CBRE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-32205		94-3391143
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
400 South Hope Street, 25th Floor Los Angeles, California				90071
(Address of Principal Executive Offices)				(Zip Code)

(213) 613-3333

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

 

Item 1.01

Entry into a Material Definitive Agreement

On May 28, 2015, the Company, CBRE Services, Inc., which is a subsidiary of the Company (“Services”), certain other subsidiaries of the Company (such subsidiaries, together with Services, the “Borrowers”), the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent, entered into a First Amendment (the “First Amendment”) to the Second Amended and Restated Credit Agreement dated as of January 9, 2015 (the “Credit Agreement”).

Pursuant to the Credit Agreement, the Borrowers may request that the Administrative Agent release all or a portion of the pledged collateral thereunder if Services obtains “Investment Grade Status” (as defined in the Credit Agreement) and maintains that status for 90 consecutive days. Services obtained Investment Grade Status on March 10, 2015. On May 8, 2015, the Borrowers requested the release of all pledged collateral under the Credit Agreement effective on and as of June 9, 2015, assuming that Services maintains Investment Grade Status through that date.

The First Amendment removes a requirement in the Credit Agreement that the Borrowers and the Guarantors (as defined in the Credit Agreement) re-pledge collateral (upon the request of the Collateral Agent) if Services ceases to maintain Investment Grade Status following a collateral release under the Credit Agreement, such that (after giving effect to the First Amendment) the Borrowers and the Guarantors will no longer need to re-pledge collateral.

The foregoing description of the First Amendment does not purport to be complete and is qualified by reference to the copy of the First Amendment filed herewith as Exhibit 10.1, which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

The exhibit listed below is being filed with this Current Report on Form 8-K:

 

Exhibit No.		Description
10.1		First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 28, 2015, among CBRE Group, Inc., CBRE Services, Inc., certain subsidiaries of CBRE Services, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 28, 2015		CBRE GROUP, INC.
		By:		/s/ GIL BOROK
				Gil Borok Deputy Chief Financial Officer and Chief Accounting Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 28, 2015, among CBRE Group, Inc., CBRE Services, Inc., certain subsidiaries of CBRE Services, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent.

Exhibit 10.1

FIRST AMENDMENT dated as of May 28, 2015 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of January 9, 2015 (the “Credit Agreement”), among CBRE SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CBRE LIMITED, a limited company organized under the laws of England and Wales (with company no: 3536032) (the “U.K. Borrower”), CBRE LIMITED, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CBRE PTY LIMITED, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CBRE LIMITED, a company organized under the laws of New Zealand (the “New Zealand Borrower” and, together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower and the Australian Borrower, the “Borrowers), CBRE GROUP, INC., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

A. The Borrowers and Holdings have requested that the Credit Agreement be amended as set forth herein.

B. The Required Lenders are willing to so amend the Credit Agreement, on the terms and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein (including in the introductory paragraphs above) shall have the meanings assigned to such terms in the Credit Agreement. Except as otherwise expressly provided herein, the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Amendment. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows:

(a) The definition of the term “Security Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting therefrom the words “or Section 9.19(c)”.

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(b) Section 3.19 of the Credit Agreement is hereby amended by deleting therefrom the words “and not re-pledged”.

(c) Section 5.09(c) of the Credit Agreement is hereby amended by deleting therefrom the words “and until such time as Holdings and the Borrowers shall be required to reinstate the Collateral as provided in Section 9.19”.

(d) Section 9.19(c) of the Credit Agreement is hereby amended by (I) replacing the semicolon at the end of clause (4) thereof with a period, and (II) deleting the proviso following clause (4) thereof in its entirety.

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers and Holdings represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and each of the Lenders that:

(a) As of the Amendment Effective Date (as defined below), the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

(b) On and as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of (i) each of the Borrowers, (ii) Holdings and (iii) the Required Lenders.

SECTION 5. Effect of this Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of each of the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby.

 

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SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Amendment.

SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Remainder of this page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

 

 

[Signature Page to First Amendment]

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[Signature Page to First Amendment]

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[Signature Page to First Amendment]

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[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Bank of America, N.A.
				by		/s/ RONALD ODLOZIL
						Name:  Ronald Odlozil
						Title:  Senior Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: JPMorgan Chase Bank, N.A.
				by		/s/ CHIARA CARTER
						Name:  Chiara Carter
						Title:  Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: HSBC Bank USA, National Association
				by		/s/ ANDREW HIETALA
						Name:  Andrew Hietala
						Title:  Senior Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: THE BANK OF NOVA SCOTIA
				by		/s/ EUGENE DEMPSEY
						Name:  Eugene Dempsey
						Title:  Director
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: SCOTIABANC INC.
				by		/s/ J.F. TODD
						Name:  J.F. Todd
						Title:  Managing Director
		For any Lender requiring a second signature line:
				by		/s/ K. ZHOU
						Name:  K. Zhou
						Title:  Director

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Scotiabank Europe Plc
				by		/s/ JOHN O’CONNOR
						Name:  John O’Connor
						Title:  Director, Credit Risk Control
		For any Lender requiring a second signature line:
				by		/s/ STEVE DOBSON
						Name:  Steve Dobson
						Title:  Director & Head of Execution

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: The Bank of Tokyo-Mitsubishi UFJ, Ltd.
				by		/s/ CHARLES WILMOT
						Name:  Charles Wilmot
						Title:  Director
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: MUFG Union Bank, N.A.
				by		/s/ CHARLES WILMOT
						Name:  Charles Wilmot
						Title:  Director
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Wells Fargo Bank, N.A.
				by		/s/ HAROLD LIM
						Name:  Harold Lim
						Title:  AVP
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: SANTANDER BANK, N.A.
				by		/s/ PEDRO BELL ASTORZA
						Name:  Pedro Bell Astorza
						Title:  Senior Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: The Bank of New York Mellon
				by		/s/ HELGA BLUM
						Name:  Helga Blum
						Title:  Managing Director
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Branch Banking and Trust Company
				by		/s/ ELIZABETH WILLIS
						Name:  Elizabeth Willis
						Title:  Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: PNC Bank N.A.
				by		/s/ KENYA WILLIAMS
						Name:  Kenya Williams
						Title:  Senior Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Societe Generale
				by		/s/ RICHARD BERNAL
						Name:  Richard Bernal
						Title:  Managing Director
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: U.S. BANK NATIONAL ASSOCIATION
				by		/s/ GLENN LEYRER
						Name:  Glenn Leyrer
						Title:  Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Comerica Bank
				by		/s/ MARK SKRZYNSKI
						Name:  Mark Skrzynski
						Title:  Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: Bank of Hawaii
				by		/s/ MIKI IKEDA
						Name:  Miki Ikeda
						Title:  Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]

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										SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.
		TO EXECUTE THIS AMENDMENT AS A LENDER:
		Name of   Institution: KEYBANK NATIONAL ASSOCIATION
				by		/s/ GEOFF SMITH
						Name:  Geoff Smith
						Title:  Senior Vice President
		For any Lender requiring a second signature line:
				by
						Name:
						Title:

[Signature Page to First Amendment]