8-K

Dated: November 15, 2019

CUSHMAN & WAKEFIELD PLC

/s/ Brett Soloway

Name: Brett Soloway

Title: Executive Vice President, General Counsel and

Corporate Secretary

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): November 12, 2019

Cushman & Wakefield plc

(Exact name of registrant specified in its charter)


England and Wales	001-38611	98-1193584
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 Old Broad Street

London, United Kingdom EC2N 1AR

(Address of principal executive offices, including zip code)

+44 20 3296 3000

(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 (see General Instruction A.2. below):

☐	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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Ordinary shares, $0.10 nominal value	CWK	New York Stock Exchange

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

Underwriting Agreement

On November 12, 2019, Cushman & Wakefield plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Morgan Stanley & Co. LLC, as the sole underwriter (the “Underwriter”), and the selling shareholders named therein (the “Selling Shareholders”). The Underwriting Agreement relates to an underwritten public offering by the Selling Shareholders of an aggregate of 10,000,000 of the Company’s ordinary shares, nominal value $0.10 per share (the “Shares”). The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-234624) filed with the Securities and Exchange Commission. The Company did not receive any proceeds from the sale of the Shares by the Selling Shareholders. The Shares were delivered on November 14, 2019.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Shareholders and also provides for customary indemnification by each of the Company, the Selling Shareholders and the Underwriter against certain liabilities. 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 foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Press Releases

On November 12, 2019, the Company issued a press release announcing the offering of the Shares and a press release announcing the pricing of the offering of the Shares. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Exhibit Number		Description

1.1		Underwriting Agreement, dated November 12, 2019, by and among Cushman & Wakefield plc, Morgan Stanley & Co. LLC and the Selling Shareholders named therein.

99.1		Press release announcing offering of shares, dated November 12, 2019.

99.2		Press release announcing pricing of offering of shares, dated November 12, 2019.

99.3		Information relating to Part II, Item 14. “Other Expenses of Issuance and Distribution” of the Company’s Registration Statement on Form S-3 (File No. 333-234624).

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.