Item 1.01 Entry into a Material Definitive Agreement
Amendment No. 2 to Credit Agreement
On
The Amendment was entered into for the purposes of, among other things,
(i) amending certain of the representations and warranties, affirmative
covenants and negative covenants in the Existing Credit Agreement, in a manner
consistent with the new 5-year senior unsecured Revolving Credit Agreement (as
defined below), (ii) terminating all revolving commitments previously available
to the subsidiaries of the Company thereunder and (iii) reflecting the
resignation of the Resigning Agent and the appointment of the Successor Agent as
administrative agent under the Amended Credit Agreement. After giving effect to
the Amendment, (i) the revolving commitments previously available under the
Existing Credit Agreement will now be available under the Revolving Credit
Agreement and (ii) the Euro-denominated tranche A term loan of the Luxembourg
Borrower with a remaining aggregate principal amount of approximately
€400 million maturing in
Revolving Credit Agreement
On
The Revolving Credit Agreement includes capacity for letters of credit of an
outstanding aggregate amount not to exceed
On
Interest Rate and Fees
The Revolving Credit Agreement provides that loans will bear interest at (i) a
rate equal to an applicable rate, plus, (ii) 10 basis points, plus (iii) at
Services' option, either (a) a Term SOFR rate published by
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The applicable rate for borrowings under the Revolving Credit Agreement will be determined in accordance with the Company's credit ratings in accordance with the table below:
Pricing Debt Ratings Adjusted Term Level S&P Fitch Moody's SOFR Spread Base Rate Spread Facility Fee I ?A ?A ?A2 0.630% 0.0% 0.070% II A- A- A3 0.720% 0.0% 0.080% III BBB+ BBB+ Baa1 0.810% 0.0% 0.090% IV BBB BBB Baa2 0.875% 0.0% 0.125% V ?BBB- ?BBB- ?Baa3 1.100% 0.100% 0.150%
In addition to paying interest on outstanding principal under the Revolving Credit Agreement, the Company is required to pay a facility fee to the lenders under the Revolving Credit Agreement (whether drawn or undrawn), which facility fee is based on the Company's credit ratings in accordance with the table above. Services must also pay customary letter of credit fees.
The applicable rates above are also subject to certain increases and/or decreases specified in the Revolving Credit Agreement linked to achieving certain sustainability goals, including increasing (i) CBRE occupied offices over 10,000 square feet that achieve sustainability certificates, (ii) procurement spending with sustainable suppliers and (iii) the CBRE North American vehicle fleet converted to electric vehicles.
Prepayments
The Revolving Credit Agreement does not require Services to prepay Revolving Credit Loans under the Revolving Credit Agreement, except on any date on which the sum of all outstanding Revolving Credit Loans and letter of credit exposure exceed the Revolving Credit Commitment, in which case Services must pay 100% of such excess amount.
Services may voluntarily repay Revolving Credit Loans at any time, in whole or in part, without premium or penalty (other than certain customary "breakage" costs). In addition, Services may elect to permanently terminate or reduce all or a portion of the Revolving Credit Commitments under the Revolving Credit Agreement, in each case, without premium or penalty.
Maturity
The entire principal amount of Revolving Credit Loans (if any) under the
Revolving Credit Agreement are due and payable in full at maturity on
Guarantee
All obligations under the Revolving Credit Agreement are guaranteed by the
Company, Services and each of its direct and indirect
Covenants and Events of Default
The Revolving Credit Agreement includes financial covenants requiring the Company and its subsidiaries to maintain a maximum leverage ratio and minimum interest coverage ratio. In addition, the Revolving Credit Agreement also contains other customary affirmative and negative covenants and events of default.
Unless otherwise defined in the forgoing description, capitalized terms shall have the meaning set forth in the Amendment or the Revolving Credit Agreement, as applicable. The forgoing descriptions of the Amendment and Revolving Credit Agreement are not complete and are qualified in its entirety by the terms and provisions of the Amendment, the Revolving Credit Agreement and the Holdings Guaranty Agreement, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
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 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Amendment No. 2, dated as ofAugust 5, 2022 , amongCBRE Group, Inc. ,CBRE Global Acquisition Company , the lenders party thereto, Credit Suisse AG,Cayman Islands Branch andWells Fargo Bank, National Association . 10.2 Revolving Credit Agreement, dated as ofAugust 5, 2022 , amongCBRE Group, Inc. ,CBRE Services, Inc. , the lenders party thereto, the issuing banks party thereto andWells Fargo Bank, National Association , as administrative agent. 10.3 Holdings Guaranty Agreement, dated as ofAugust 5, 2022 , amongCBRE Group, Inc. ,CBRE Services, Inc. andWells Fargo Bank, National Association , as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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