Item 1.01 Entry into a Material Definitive Agreement
On
The Notes were sold pursuant to an underwriting agreement, dated as of
The Notes will mature on
In addition, from and after
The Company and each subsidiary of Services that guarantees Services' Specified Debt, as defined in the Indenture, fully and unconditionally guarantees the Notes on a senior unsecured basis. The guarantees by the guarantors of the Notes will rank equal in right of payment with all existing and future senior indebtedness of such guarantors.
The Notes are senior unsecured obligations of Services. The Notes rank equal in right of payment with Services' existing and future senior indebtedness and senior in right of payment to any of Services' future subordinated indebtedness. The Notes and guarantees will be effectively subordinated to all of Services' and such guarantors' secured debt (if any) to the extent of the value of the assets securing such debt and structurally subordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the Notes.
The Indenture contains covenants that limit Services' ability and the ability of certain of Services' subsidiaries to (i) create certain liens, (ii) enter into sale/leaseback transactions, and (iii) enter into mergers or consolidations. These covenants are subject to a number of important qualifications and exceptions contained in the Indenture.
Events of default under the Indenture include, among others, the following (subject in certain cases to grace and cure periods): nonpayment, breach of covenants in the Indenture, default of payment of principal at final maturity and cessation of the guarantees.
The foregoing description is not complete and is qualified in its entirety by reference to the complete text of the Indenture.
The Trustee, the underwriters, and their affiliates have in the past provided and from time to time in the future may provide the Company and its affiliates with certain commercial banking, financial advisory, investment banking and other services in the ordinary course of business, for which they have received and may receive customary payments of interest, fees and commissions.
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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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following documents are attached as exhibits to this Current Report on Form 8-K: Exhibit No. Exhibit Description 1.1 Underwriting Agreement, dated as ofMarch 15, 2021 , amongCBRE Group, Inc. ,CBRE Services, Inc. , certain subsidiaries ofCBRE Services, Inc. named therein andGoldman Sachs & Co. LLC andWells Fargo Securities, LLC , for themselves and on behalf of the several underwriters listed therein 4.1 Indenture, dated as ofMarch 14, 2013 , amongCBRE Group, Inc. , CBREServices, Inc. , certain subsidiaries ofCBRE Services, Inc. named therein andWells Fargo Bank, National Association , as trustee (incorporated herein by reference from Exhibit 4.4(a) to the Form 10-Q filed byCBRE Group, Inc. onMay 10, 2013 (File No. 001-32205)) 4.2 Seventh Supplemental Indenture, dated as ofMarch 18, 2021 , amongCBRE Group, Inc. ,CBRE Services, Inc. , certain subsidiaries ofCBRE Services, Inc. named therein andWells Fargo Bank, National Association , as trustee, for the issuance of 2.500% Senior Notes due 2031 4.3 Form of 2.500% Senior Notes due 2031 (included in Exhibit 4.2 hereto) 5.1 Legal Opinion ofSimpson Thacher & Bartlett LLP 5.2 Legal Opinion ofDickinson Wright PLLC 5.3 Legal Opinion ofWinstead PC 5.4 Legal Opinion ofGowling WLG (UK) LLP 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1 hereto) 23.2 Consent ofDickinson Wright PLLC (included in Exhibit 5.2 hereto) 23.3 Consent ofWinstead PC (included in Exhibit 5.3 hereto) 23.4 Consent ofGowling WLG (UK) LLP (included in Exhibit 5.4 hereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: This current report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include, but are not limited to, statements related to future transactions
between the Company and its affiliates and the Trustee and underwriters and
their respective affiliates. These forward-looking statements involve known and
unknown risks, uncertainties and other factors discussed in the Company's
filings with the
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