UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
Underwriting Agreement
On May 20, 2024, Cushman & Wakefield plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, J.P. Morgan Securities LLC, as the 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 26,513,041 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. 333-279526) 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 May 22, 2024.
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 incorporated herein by reference.
Press Release
On May 20, 2024, the Company issued a press release announcing the offering of the Shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated May 20, 2024, by and among Cushman & Wakefield plc, J.P. Morgan Securities LLC and the Selling Shareholders named therein. | |
| 99.1 | Press release announcing offering of shares, dated May 20, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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: May 22, 2024 | CUSHMAN & WAKEFIELD PLC | |||
| By: | /s/ Noelle J. Perkins | |||
| Name: | Noelle J. Perkins | |||
| Title: | Executive Vice President, General Counsel & Corporate Secretary | |||