CHICAGO - Cushman & Wakefield (NYSE: CWK) today announced that its indirect wholly owned subsidiary, Cushman & Wakefield U.S. Borrower, LLC (the “Issuer”), plans to conduct an offering of up to $500,000,000 in aggregate principal amount of senior secured notes due 2031 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions. The Issuer intends to use the net proceeds from the offering, together with the proceeds from a new term loan facility with an expected maturity of January 31, 2030 (the “New 2030 Term Loan Facility”) that the Issuer expects to enter into concurrently with the issuance of the Notes, to refinance all or a portion of existing indebtedness outstanding under the Issuer’s $1.6 billion Senior Secured Term Loan maturing August 21, 2025. The issuance of Notes is not conditioned upon the Issuer obtaining the New 2030 Term Loan Facility.
The Notes will be guaranteed by DTZ UK Guarantor Limited (“Holdings”), a private limited company organized under the laws of England and Wales and a direct wholly owned subsidiary of Cushman & Wakefield, and each of Holdings’ existing and future wholly owned domestic restricted subsidiaries (other than the Issuer) and U.K. restricted subsidiaries, in each case, that guarantee the Issuer’s obligations under its existing senior secured credit facility and existing 6.750% senior secured notes due 2028.
The Notes will be offered in a private placement to persons reasonably believed to be 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.
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.
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INVESTOR RELATIONS:
Megan McGrath | Investor Relations
+1 312 338 7860
IR@cushwake.com