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): June 27, 2011
JONES LANG LASALLE INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-13145 | 36-4150422 | ||
| (State or other jurisdiction of incorporation or organization |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 200 East Randolph Drive Chicago, Illinois |
60601 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (312) 782-5800
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 14-d(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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On June 24, 201, Jones Lang LaSalle Incorporated (the “Company”), Jones Lang LaSalle Finance B.V., as borrower and a subsidiary of the Company, and certain of the Company’s other subsidiaries, as guarantors, entered into the First Amendment (the “Amendment”) to the Multicurrency Credit Agreement (the “Agreement”) with the lenders party thereto, and Bank of Montreal, as Administrative Agent and BMO Capital Markets and Banc of America Securities, LLC as co-lead arrangers.
The Amendment, among other things:
| (i) | resets pricing with initial pricing set at LIBOR + 1.625% (approximately 1.875% all-in); |
| (ii) | terminates the $195 million term loan and increases the $900 million revolving loan to $1.1 billion with an accordion feature allowing for an additional increase to the revolving loan by up to $400 million; |
| (iii) | extends the maturity to June 24, 2016 and |
| (iv) | permits the add-back to Adjusted EBITDA and Adjusted EBIT of certain integration and retention costs associated with King Sturge and other acquisitions. |
Capitalized terms not otherwise defined in this Form 8-K have the meanings provided in the Agreement or Amendment.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits |
The following Exhibits are included with this Report:
| 99.1 | First Amendment to Multicurrency Credit Agreement dated as of June 24, 2011 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2011 | JONES LANG LASALLE INCORPORATED | |||||
| By: | /s/ Joseph J. Romenesko | |||||
| Name: | Joseph J. Romenesko | |||||
| Its: | Executive Vice President and Treasurer | |||||
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
First Amendment to Multicurrency Credit Agreement dated as of June 24, 2011 | |
4