UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 20, 2019
CUSHMAN & WAKEFIELD PLC
(Exact Name of Registrant as Specified in Charter)
| England and Wales | 001-38611 | 98-1193584 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
125 Old Broad Street
London, United Kingdom, EC2N 1AR
(Address of Principal Executive Offices) (Zip Code)
+44 20 3296 3000
(Registrant’s telephone number, including area code)
N/A
(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) |
| ☐ | 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 240.13c-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Items. |
On March 20, 2019, Cushman & Wakefield plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), and TPG Drone Investment, L.P., TPG Drone Co-Invest, L.P., Ontario Teachers’ Pension Plan Board, DTZ Investment Holdings GenPar LLP and Brett White (the “Selling Shareholders”). The Underwriting Agreement relates to the sale by the Selling Shareholders to the Underwriters of an aggregate of 16,500,000 of the Company’s ordinary shares, nominal value $0.10 per share (the “Shares”) at a price of $17.75 per share. Under the terms of the Underwriting Agreement, certain Selling Shareholders granted the Underwriters a 30-day option to purchase up to 2,475,000 additional shares (the “Option Shares”).
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Shareholders, conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriters, and termination and other customary provisions. The Underwriting Agreement is not intended to provide any factual information about the Company. The assertions embodied in the representations, warranties and covenants were made solely for purposes of the Underwriting Agreement and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating its terms. Therefore, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
The Shares were delivered against payment therefor on March 22, 2019. The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-1 (File No. 333-230354).
On March 20, 2019, the Company issued a press release announcing pricing of the Shares in the underwritten public offering by the Selling Shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number |
Description | |
| 99.1 | Press release dated March 20, 2019 | |
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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.
Dated: March 22, 2019
| CUSHMAN & WAKEFIELD PLC | ||
| By: | /s/ Brett Soloway | |
| Name: Brett Soloway | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||
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Exhibit 99.1
Cushman & Wakefield Announces Pricing of Public Offering by Selling Shareholders
March 20, 2019 09:08 AM Eastern Daylight Time
CHICAGO—(BUSINESS WIRE)—Cushman & Wakefield plc (NYSE: CWK) (“Cushman & Wakefield”) announced today the pricing of a public offering of 16,500,000 ordinary shares by certain shareholders, including affiliates of TPG Global, LLC and Ontario Teachers’ Pension Plan, at a price to the public of $17.75 per share. No ordinary shares are being sold by Cushman & Wakefield and Cushman & Wakefield will not receive any of the proceeds from the offering of shares by the selling shareholders. In addition, certain of the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 2,475,000 ordinary shares. The offering is expected to close on March 22, 2019, subject to customary closing conditions.
Morgan Stanley, J.P. Morgan and Goldman Sachs & Co. LLC are serving as joint book-running managers and representatives of the underwriters for the offering. UBS Investment Bank, Citigroup, Barclays, BofA Merrill Lynch, Credit Suisse and William Blair & Company, L.L.C. will also serve as joint book-running managers for the offering. TPG Capital BD, LLC, HSBC Securities (USA) Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., JMP Securities LLC, China Renaissance Securities (US) Inc., Academy Securities, Inc., Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Siebert Cisneros Shank & Co. L.L.C. and The Williams Capital Group, L.P. are acting as co-managers for the offering.
The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, when available, can be accessed for free through the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus, when available, may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526 or email: prospectus-ny@ny.email.gs.com.
A registration statement relating to these securities was declared effective on March 20, 2019 by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Source: Cushman & Wakefield
About Cushman & Wakefield plc
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 51,000 employees in approximately 400 offices and 70 countries. In 2018, the firm had revenue of $8.2 billion across core services of property, facilities and project management, leasing, capital markets, valuation and other services.
Forward-Looking Statements
All statements in this press release other than historical facts are forward-looking statements, which rely on a number of assumptions concerning future events, including whether or not the offering will be consummated. Such statements are also subject to a number of uncertainties and factors outside Cushman & Wakefield’s control. Such factors include, but are not limited to, uncertainty regarding and changes in global economic or market conditions and changes in government policies, laws, regulations and practices. Should any Cushman & Wakefield assumptions or these other uncertainties and factors materialize in ways that Cushman & Wakefield did not expect, actual results could differ materially from the forward-looking statements in this press release. While Cushman & Wakefield believes the assumptions underlying these forward-looking statements are reasonable under current circumstances, recipients should bear in mind that such assumptions are inherently uncertain. You are cautioned not to place undue reliance on such forward-looking statements or other information in this press release.
Contacts
Investor Relations Contact
Bill Knightly
Investor Relations
+1 312 338 7860
IR@cushwake.com
Media Contact
Brad Kreiger
Corporate Communications
+1 312 424 8010
brad.kreiger@cushwake.com