Attached files
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EX-10.1 - CBRE GROUP, INC. | v179382_ex10-1.htm |
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): March 29, 2010
CB
RICHARD ELLIS GROUP, INC.
(Exact
Name of Registrant as specified in its charter)
Delaware
|
001-32205
|
94-3391143
|
||
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
11150
Santa Monica Boulevard, Suite 1600,
Los
Angeles, California
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90025
|
|
(Address
of principal executive office)
|
(Zip
Code)
|
(310)
405-8900
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
240.13.e-4(c))
|
This
Current Report on Form 8-K is filed by CB Richard Ellis Group, Inc., a Delaware
corporation (the “Company”), in connection with the matters described
herein.
Item 1.01
|
Entry
into a Material Definitive
Agreement.
|
Loan
Modification Agreement
On
March 29, 2010, the Company, CB Richard Ellis Services, Inc. (“Services”),
a subsidiary of the Company, certain subsidiaries of Services, the lenders
parties thereto, and Credit Suisse AG (formerly known as “Credit Suisse”), as
administrative agent and collateral agent, entered into a Loan Modification
Agreement (the “Loan Modification Agreement”) amending the Second Amended and
Restated Credit Agreement, dated as of March 24, 2009 (as amended, the
“Credit Agreement”), among the Company, Services, certain subsidiaries of
Services, the lenders parties thereto and Credit Suisse AG, as administrative
agent and collateral agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Loan
Modification Agreement or the Credit Agreement. The Loan Modification Agreement
extended maturities and eliminated scheduled amortization on $115,042,631.01 of
Loans under the Credit Agreement.
The Loan
Modification Agreement amended the Credit Agreement to, among other
things:
•
|
convert nearly all of
the Tranche A-4 Loans into Tranche B-1A
Loans;
|
•
|
extend the final maturity date of
the converted Tranche A-4 Loans so that the maturity date for the new
Tranche B-1A Loans is now December 20,
2015;
|
•
|
eliminate the scheduled
amortization of the converted Tranche A-4 Loans so that the new Tranche
B-1A Loans will have no scheduled amortization
payments;
|
•
|
result in a lower interest
rate spread on the new Tranche B-1A Loans (as described below) in
comparison to the Tranche A-4 Loans;
|
•
|
base the Applicable Percentage
with respect to the new Tranche B-1A Loans on the Company’s leverage
ratio, as defined under the Credit Agreement, in accordance with the table
below:
|
Leverage
Ratio
|
Fixed Rate Spread
|
Daily Rate Spread
|
||||||
Greater
than 4.00 to 1.0
|
5.50 | % | 4.50 | % | ||||
Greater
than 3.75 to 1.0 but less than or equal to 4.00 to 1.0
|
5.50 | % | 4.50 | % | ||||
Greater
than 3.25 to 1.0 but less than or equal to 3.75 to 1.0
|
4.50 | % | 3.50 | % | ||||
Greater
than 2.75 to 1.0 but less than or equal to 3.25 to 1.0
|
4.50 | % | 3.50 | % | ||||
Greater
than 2.25 to 1.0 but less than or equal to 2.75 to 1.0
|
4.50 | % | 3.50 | % | ||||
Equal
to or less than 2.25 to 1.0
|
4.50 | % | 3.50 | % |
•
|
increase the Applicable
Percentage set forth in the table above with respect to the new Tranche
B-1A Loans by 0.50% if, on the last Business Day of any fiscal quarter,
the aggregate outstanding principal amount of the Tranche B-1A Loans is
greater than the “Targeted Outstanding Amount” in accordance with the
table below. Such increased amount shall be in effect for the days from
and including such Business Day to but excluding the date on which the
aggregate outstanding principal amount of the new Tranche B-1A Loans is
lesser than or equal to the applicable Targeted Outstanding
Amount.
|
Fiscal
Quarter Ended
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Targeted
Outstanding Amount
|
|||
June
2010
|
$ | 114,755,024.43 | ||
September
2010
|
$ | 114,467,417.85 | ||
December
2010
|
$ | 114,179,811.28 | ||
March
2011
|
$ | 113,892,204.70 | ||
June
2011
|
$ | 113,604,598.12 | ||
September
2011
|
$ | 113,316,991.54 | ||
December
2011
|
$ | 113,029,384.97 | ||
March
2012
|
$ | 112,741,778.39 | ||
June
2012
|
$ | 112,454,171.81 | ||
September
2012
|
$ | 112,166,565.23 | ||
December
2012
|
$ | 111,878,958.66 | ||
March 2013
|
$ | 111,591,352.08 | ||
June
2013
|
$ | 111,303,745.50 | ||
September
2013
|
$ | 111,016,138.92 | ||
December
2013
|
$ | 110,728,532.35 | ||
March
2014
|
$ | 110,440,925.77 | ||
June
2014
|
$ | 110,153,319.19 | ||
September
2014
|
$ | 109,865,712.61 | ||
December
2014
|
$ | 109,578,106.04 | ||
March
2015
|
$ | 109,290,499.46 | ||
June
2015
|
$ | 109,002,892.88 | ||
September
2015
|
$ | 108,715,286.30 |
The above
description of the Loan Modification Agreement does not purport to be complete
and is qualified in its entirety by reference to such agreement, which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01
|
Financial
Statements and Exhibits.
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(d)
Exhibits
The
following document is attached as an exhibit to this Current Report on
Form 8-K:
Exhibit
Number
|
|
Description
|
10.1
|
|
Loan
Modification Agreement, dated as of March 29, 2010, relating to the Second
Amended and Restated Credit Agreement, dated as of March 24, 2009, by and
among CB Richard Ellis Services, Inc., certain subsidiaries of CB Richard
Ellis Services, Inc., CB Richard Ellis Group, Inc., the lenders parties
thereto and Credit Suisse AG (formerly known as “Credit Suisse”), as
administrative agent and collateral
agent.
|
SIGNATURE
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.
CB
RICHARD ELLIS GROUP, INC.
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|||
By:
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/S/ GIL
BOROK
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Name:
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Gil
Borok
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||
Title:
|
Chief
Financial Officer
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Date:
April 2, 2010
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
10.1
|
|
Loan
Modification Agreement, dated as of March 29, 2010, relating to the Second
Amended and Restated Credit Agreement, dated as of March 24, 2009, by and
among CB Richard Ellis Services, Inc., certain subsidiaries of CB Richard
Ellis Services, Inc., CB Richard Ellis Group, Inc., the lenders parties
thereto and Credit Suisse AG (formerly known as “Credit Suisse”), as
administrative agent and collateral
agent.
|