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): June 17, 2009
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Not Applicable
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
THIRD AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT AND
SECOND AMENDMENT TO TERM LOAN AGREEMENT
On June 17, 2009, the Company, executed each of (i) a third amendment
(the "Multicurrency Agreement Amendment") to its Amended and Restated
Multicurrency Credit Agreement and (ii) a second amendment (the "Term Loan
Amendment" and together with the Multicurrency Agreement Amendment, the
"Amendments") to its Term Loan Agreement, both among Jones Lang LaSalle
Finance B.V., a subsidiary of the Company, the Company and certain of its
other subsidiaries, as guarantors, the banks party thereto, and Banc of
Montreal, as Administrative Agent and BMO Capital Markets and Bank of
America Securities, LLC as co-lead arrangers on the amendments. The
Amendments, among other things, (i) increase the maximum allowable Cash
Flow Leverage Ratio from 3.50x to 3.75x through March 2011, which will then
be reduced to 3.50x for the two quarters ending September 30, 2011 and
further reduced to 3.25x thereafter, (ii) permit the add-back to Adjusted
EBITDA of $100 million of impairment or other non-cash charges related to
co-investments, any non-cash goodwill impairment charges and an additional
$25 million of restructuring charges and remove the requirement that such
charges be taken prior to January 1, 2010, (iii) modify our Interest
Coverage Ratio to include an add-back for depreciation in the calculation,
(iv) add certain mandatory partial pre-payment requirements to the Term
Loan Agreement if our Cash Flow Leverage Ratio exceeds 3.25x for two
consecutive quarters or at the end of any fiscal year, (v) extend
limitations with respect to capital expenditures, share repurchases and
co-investments, (vi) restrict our ability to pay semiannual dividends above
$0.15 per share through March 2011 and (vii) add a floor of 1.25% on the
interest rate of our LIBOR-based borrowings. The initial cost of borrowing
will be approximately 4.25%, the agreements will continue to be unsecured,
borrowing capacity will remain at $865 million and the maturity date for
both will continue to be June 2012. Terms not otherwise defined in this
Form 8-K will have the meanings provided for them in the Amendments, the
Amended and Restated Multicurrency Credit Agreement, or the Term Loan
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following Exhibits are included with this Report:
99.1 Third Amendment dated as of June 17, 2009 to Amended
and Restated Multicurrency Credit Agreement
99.2 Second Amendment dated as of June 17, 2009 to
Term Loan Agreement
99.3 Press release issued by Jones Lang LaSalle Incorporated
on June 22, 2009 announcing the closings on the
Third Amendment to the Amended and Restated Multicurrency
Credit agreement and Second Amendment to the Term Loan
Agreement
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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 22, 2009 JONES LANG LASALLE INCORPORATED
By: /s/ Joseph J. Romenesko
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Name: Joseph J. Romenesko
Its: Executive Vice President
and Treasurer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Third Amendment to Amended and Restated Multicurrency
Credit Agreement, dated as of June 17, 2009
99.2 Second Amendment to Term Loan Agreement, dated as of
June 17, 2009
99.3 Press release issued by Jones Lang LaSalle Incorporated
on June 22, 2009 announcing the closings on the Third
Amendment to the Amended and Restated Multicurrency
Credit agreement and Second Amendment to the Term Loan
Agreement
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