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): July 11, 2008
JONES LANG LASALLE INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
------------------------ -------------------- ---------------
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 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 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))
1
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 11, 2008, Jones Lang LaSalle Incorporated, a Maryland
corporation (the "Company"), completed the acquisition of Staubach
Holdings, Inc., a Texas corporation ("Staubach"), pursuant to the Agreement
and Plan of Merger, dated as of June 16, 2008, by and among the Company,
Jones Lang LaSalle Tenant Representation, Inc., a Texas corporation and an
indirect, wholly-owned subsidiary of the Company ("Merger Sub") and
Staubach (the "Merger Agreement").
Pursuant to the Merger Agreement, Staubach was merged (the "Merger")
with and into Merger Sub, with Staubach continuing after the Merger as an
indirect, wholly-owned subsidiary of the Company. The total aggregate
consideration payable pursuant to the Merger Agreement, assuming full
payment of all future payments, is approximately $727 million. At the
closing, the Company paid approximately $123 million in cash, as adjusted
for Staubach's net liabilities, and $100 million (or approximately
1,668,892 shares) in shares of the Company's common stock. The number of
shares of Company's common stock payable pursuant to the Merger Agreement
will be subject to adjustment if on the trading day prior to the date that
the registration statement required to be filed by the Company after the
closing of the Merger becomes effective, the average trading price of the
Company's common stock for the five consecutive trading days ending on (and
including) such date (the "Adjustment Trading Price") is either greater
than $65.91 or less than $44.94 the closing trading price. If the
Adjustment Trading Price is greater than 110% of the closing trading price,
the number of shares of the Company's common stock issued pursuant to the
Merger Agreement will be equal to $110 million divided by the Adjustment
Trading Price. If the Adjustment Trading Price is less than the closing
trading price, the number of shares of the Company's common stock issued
pursuant to the Merger Agreement will equal to $100 million divided by the
Adjustment Trading Price; provided, however, in the event that the
Adjustment Trading Price is less than 75% of the Closing Trading Price (the
"Floor Price"), the Adjustment Trading Price will be equal to the Floor
Price.
The Merger Agreement also provides for the payment of the following
"Deferred Payments" payable in cash: (i) on the first business day of the
25th month following the closing (or the 37th month if certain revenue
targets are not met), approximately $78 million; (ii) on the first day of
the 37th month following the closing (or the 49th month if certain revenue
targets are not met), approximately $156 million; and (iii) on the first
day of the 61st month following the closing, approximately $156 million.
Staubach shareholders will also be entitled to receive an "Earnout Payment"
of up to approximately $114 million, payable on a sliding scale if certain
thresholds are met with respect to the tenant representation business for
the earnout periods ended December 31, 2010, 2011 and 2012. Subject to the
full satisfaction of Staubach's closing GAAP liabilities, for a period of
three years following the closing, Staubach shareholders will receive
amounts collected with respect to Staubach's pre-closing accounts
receivable (the "Receivables Payments," and together with the Deferred
Payments and Earnout Payment, the "Future Payments").
The foregoing description of the Merger Agreement and the Merger is
qualified in its entirety by reference to the Merger Agreement, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
2
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements of Staubach will be filed by amendment
to this report no later than September 26, 2008.
(b) Pro forma financial information.
The pro forma financial information for the acquisition of
Staubach will be filed by amendment to this report no later
than September 26, 2008.
(d) Exhibits.
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger, dated June 16, 2008,
by and among Jones Lang LaSalle Incorporated,
Jones Lang LaSalle Tenant Representation, Inc.
and Staubach Holdings, Inc. (incorporated by
reference to the Company's Current Report on
Form 8-K filed with the Securities and
Exchange Commission on June 20, 2008)
3
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.
Date: July 16, 2008 JONES LANG LASALLE INCORPORATED
By: /s/ Joseph J. Romenesko
------------------------------
Name: Joseph J. Romenesko
Title: Treasurer
4
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated June 16, 2008, by
and among Jones Lang LaSalle Incorporated, Jones Lang
LaSalle Tenant Representation, Inc. and Staubach Holdings,
Inc. (incorporated by reference to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on June 20, 2008)
5