As filed with the Securities and Exchange Commission on April 29, 2019

Registration No. 333-            

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form S-4

Registration Statement

Under

the Securities Act of 1933

Jones Lang LaSalle Incorporated

(Exact name of registrant as specified in its charter)

200 East Randolph Drive

Chicago, IL 60601

312-782-5800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alan K. Tse

Global Chief Legal Officer and Corporate Secretary

Jones Lang LaSalle Incorporated

200 East Randolph Drive

Chicago, Illinois 60601

(312) 782-5800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth corporation (as defined in Rule 12b-2 of the Exchange Act). See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained in this proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED APRIL 29, 2019

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear HFF, Inc. Stockholders:

HFF, Inc. (“HFF”) and Jones Lang LaSalle Incorporated (“JLL”) have entered into an Agreement and Plan of Merger, dated as of March 18, 2019 (as amended from time to time, the “Merger Agreement”), providing, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, a wholly owned subsidiary of JLL will merge with and into HFF, with HFF surviving the Merger as a wholly owned subsidiary of JLL (the “Merger”).

If the Merger is completed, each share of HFF Class A common stock, par value $0.01 per share (“HFF common stock”), outstanding as of immediately prior to the effective time of the Merger (other than shares owned by JLL, HFF or any of their respective subsidiaries and shares held by any holder of HFF common stock who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be cancelled and extinguished and automatically converted into the right to receive, subject to certain exceptions described in the Merger Agreement, $24.63 in cash, without interest and subject to any required withholding of taxes, and 0.1505 of a share of JLL common stock, par value $0.01 per share (“JLL common stock”).

Based on the number of shares of JLL common stock and HFF common stock outstanding on [●], 2019, the record date for HFF’s special meeting of stockholders, upon the closing, pre-existing JLL stockholders and former HFF stockholders would own approximately 88% and 12% of the outstanding shares of JLL common stock, respectively, immediately following the closing of the Merger.

JLL common stock and HFF common stock are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “JLL” and “HF”, respectively. On [●], 2019, JLL common stock closed at $[●] per share and HFF common stock closed at $[●] per share, each as reported by the NYSE.

The closing of the Merger is subject to certain conditions, including HFF stockholders approving a proposal to adopt the Merger Agreement pursuant to which (i) JLL CM, Inc., a wholly owned subsidiary of JLL (“Merger Sub”), will be merged with and into HFF, with HFF continuing as the surviving corporation and a wholly owned subsidiary of JLL and (ii) following completion of the Merger, the surviving corporation from the Merger will be merged with and into JLL CMG, LLC, a wholly owned subsidiary of JLL (the “merger proposal”). Approval of the merger proposal by HFF stockholders requires the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the special meeting of HFF stockholders (the “HFF special meeting”).

At the HFF special meeting, HFF stockholders will be asked to vote on (i) the merger proposal and (ii) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement (the “non-binding compensation advisory proposal”).

After careful consideration, the HFF board of directors unanimously adopted resolutions (i) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of HFF and its stockholders, (iii) directing that the Merger Agreement be submitted to the stockholders of HFF for adoption, (iv) recommending that HFF’s stockholders adopt the Merger Agreement and (v) declaring that the Merger Agreement is advisable. Accordingly, the HFF board of directors unanimously recommends that holders of HFF common stock vote (i) “FOR” the merger proposal and (ii) “FOR” the non-binding compensation advisory proposal.

The proposals are being presented to the HFF stockholders at the HFF special meeting. The date, time and place of the HFF special meeting is as follows:

[[●], 2019, 8:00 a.m., Eastern Daylight Time,

at [●]

[●]

[●]]

Your vote is very important. Whether or not you plan to attend HFF’s special meeting, please take the time to vote by completing and mailing the enclosed proxy card or, if the option is available to you, by granting your proxy electronically over the Internet or by telephone.

This proxy statement/prospectus contains important information about HFF, JLL, the Merger Agreement, the proposed Merger and the HFF special meeting. We encourage you to read carefully this proxy statement/prospectus before voting, including the section entitled “Risk Factors” beginning on page 28.

If you have any questions or need assistance with voting, please contact our proxy solicitor, D.F. King & Co., Inc. by calling toll-free at (800) 967-4617.

We hope to see you at the HFF special meeting and look forward to the successful closing.

By Order of the HFF Board of Directors,

Mark D. Gibson

Chief Executive Officer

HFF, Inc.

Neither the Securities and Exchange Commission nor any state or provincial securities regulator has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued pursuant to the Merger Agreement or determined if the information contained in this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2019, and is being mailed to HFF stockholders on or about [●], 2019.

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of HFF for the HFF special meeting and the prospectus of JLL for the shares of its common stock to be issued in the Merger. The accompanying proxy statement/prospectus incorporates by reference important business and financial information about JLL and HFF from documents that are not included in or delivered with the accompanying proxy statement/prospectus. You can obtain the documents that are incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to those documents), without charge, by requesting them in writing or by telephone from JLL or HFF at the following addresses and telephone numbers, or through the Securities and Exchange Commission website at www.sec.gov:

In addition, if you have questions about the proposed Merger or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact D.F. King & Co., Inc., the proxy solicitor for HFF, toll-free at (800) 967-4617. You will not be charged for any of these documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the HFF special meeting. Therefore, if you would like to request any documents, please do so by [●], 2019 in order to receive them before the HFF special meeting.

See the section entitled “Where You Can Find More Information” beginning on page 168 of the accompanying proxy statement/prospectus for further information.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2019

To the Stockholders of HFF, Inc. (“HFF”):

HFF will hold a special meeting (the “HFF special meeting”) of holders of HFF common stock at [●] on [●], 2019, at [8:00 a.m.], local time, for the following purposes:

The board of directors of HFF (the “HFF Board”) has fixed the close of business on [●], 2019 as the record date for determining stockholders entitled to receive this notice and to vote at the HFF special meeting. Only HFF stockholders of record at the close of business on the record date for the HFF special meeting will be entitled to notice of, and to vote at, the HFF special meeting. A list of registered HFF stockholders entitled to vote at the HFF special meeting will be available for inspection during ordinary business hours at the executive offices of HFF at 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219 at least ten (10) days prior to the HFF special meeting.

After careful consideration, the HFF Board unanimously adopted resolutions (i) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of HFF and its stockholders, (iii) directing that the Merger Agreement be submitted to the stockholders of HFF for adoption, (iv) recommending that HFF’s stockholders adopt the Merger Agreement and (v) declaring that the Merger Agreement is advisable. Accordingly, the HFF Board unanimously recommends that holders of HFF common stock vote “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal.

Your vote is very important. We cannot complete the Merger described in this proxy statement/prospectus unless the merger proposal receives the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the HFF special meeting. If you abstain from voting, fail to give voting instructions to a bank, broker, trust or other nominee holder of record if you hold your shares in “street name” through such bank, broker, trust or other nominee holder of record, or if you otherwise fail to vote, it will have the same effect as voting “AGAINST” the merger proposal. It is important that your shares be represented and voted whether or not you plan to attend the HFF special meeting in person. Instructions regarding the different methods for voting your shares are provided under the section entitled “Questions and Answers About the Special Meeting of HFF Stockholders” of the accompanying proxy statement/prospectus for further information.

By Order of the Board of Directors,

Nancy O. Goodson

Chief Operating Officer and Secretary

[●], 2019

TABLE OF CONTENTS

i

ii

iii

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain statements regarding intentions, beliefs and expectations or predictions for the future of Jones Lang LaSalle Incorporated (“JLL”) and HFF, Inc. (“HFF,” and collectively with JLL, “we,” “us,” and “our”), which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or otherwise, and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly to historical or current facts. Words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could,” “outlook,” potential,” “continue(s),” “will,” “should,” “seek(s),” “approximately,” “predict(s)” and variations of such words and other words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such words or other words and expressions of similar meaning does not mean that a statement is not forward-looking.

Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict and are not guarantees or assurances of future performance. No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. In evaluating these forward-looking statements, you should consider carefully the risks described herein and in other reports that JLL and HFF file with the Securities and Exchange Commission (the “SEC”). See the sections entitled “Risk Factors” and “Where You Can Find More Information” beginning on pages 28 and 168, respectively.

With respect to the proposed transaction and the combined company, the risks, uncertainties and other factors that could cause actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, forward-looking statements include, without limitation:

1

YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS, ALL OF WHICH SPEAK ONLY AS OF THE DATE OF THIS PROXY STATEMENT/PROSPECTUS. JLL AND HFF UNDERTAKE NO DUTY OR OBLIGATION TO UPDATE OR CORRECT ANY FORWARD-LOOKING STATEMENT AS A RESULT OF EVENTS, CHANGES, EFFECTS, STATES OF FACTS, CONDITIONS, CIRCUMSTANCES, OCCURRENCES OR DEVELOPMENTS SUBSEQUENT TO THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, EXCEPT AS REQUIRED BY LAW.

2

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF HFF STOCKHOLDERS

The following are some questions that you, as a HFF stockholder, may have regarding the special meeting of HFF stockholders (the “HFF special meeting”) and brief answers to those questions. For more detailed information about the matters discussed in these questions and answers, see the section entitled “The HFF Special Meeting” beginning on page 37. HFF encourages you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the matters being considered at the HFF special meeting. Additional important information is also contained in the Annexes to, and in the documents incorporated by reference into, this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 168.

If the Merger is completed, each share of HFF Class A common stock, par value $0.01 per share (“HFF common stock”), issued and outstanding as of immediately prior to the effective time (other than shares owned by JLL, HFF or any of their respective subsidiaries and shares held by any holder of HFF common stock who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be cancelled and extinguished and automatically converted into the right to receive, subject to certain exceptions described in the Merger Agreement, $24.63 in cash, without interest and subject to any required withholding of taxes, and 0.1505 of a share of JLL common stock, par value $0.01 per share (“JLL common stock”). The shares of JLL common stock issuable and cash payable upon conversion of shares of HFF common stock in the Merger, and cash payable in lieu of the issuance of fractional shares of JLL common stock, are referred to collectively as the “Merger Consideration.”

In addition, this proxy statement/prospectus is a prospectus for HFF stockholders because, pursuant to the Merger Agreement, JLL is offering shares of JLL common stock to be issued as part of the Merger Consideration.

In order to complete the Merger, HFF stockholders must adopt the Merger Agreement (i.e., approve the “merger proposal” as defined below). HFF will hold a special meeting of stockholders to obtain this approval. This proxy statement/prospectus contains important information about the Merger Agreement, the Merger and the HFF special meeting, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending the HFF special meeting in person.

Your vote is important. We encourage you to vote as soon as possible.

3

Under Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), HFF is required to provide its stockholders the opportunity to vote to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement. Accordingly, HFF stockholders are being provided with the opportunity to cast an advisory vote on such payments. The approval by HFF stockholders of this proposal (the “non-binding compensation advisory proposal”) is not a condition to the completion of the Merger.

4

In reaching its decision to approve and declare advisable the Merger Agreement and to recommend that HFF stockholders adopt the Merger Agreement and approve the non-binding compensation advisory proposal, the HFF Board consulted with HFF’s management, as well as its legal and financial advisors, and considered its fiduciary obligations, due diligence matters and the terms of the Merger Agreement. The HFF Board also considered each of the items set forth under the section entitled “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on page 63.

HFF strongly encourages its stockholders of record to vote using the enclosed proxy card.

If you hold HFF common stock in “street name,” which means your shares are held of record by a bank, broker, trust or other nominee holder of record, you must provide the record holder of your shares with

5

instructions on how to vote your shares. Please refer to the voting instruction card used by your bank, broker, trust or other nominee holder of record to see if you may submit voting instructions using the Internet or by telephone.

Holders of HFF common stock may also vote in person by attending the HFF special meeting. If you plan to attend the HFF special meeting and wish to vote in person, you will be given a ballot at the HFF special meeting. Please note, however, that if your shares are held in “street name” and you wish to vote in person at the HFF special meeting, you must bring a legal proxy, executed in your favor, from the record holder of the shares authorizing you to vote at the HFF special meeting. For additional information, see the section entitled “The HFF Special Meeting” beginning on page 37.

Whether or not you plan to attend the HFF special meeting, you are encouraged to vote your shares by proxy as described in this proxy statement/prospectus.

All properly submitted proxies received by HFF before the HFF special meeting that are not revoked or changed prior to being exercised at the HFF special meeting will be voted at the HFF special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal.

Under applicable stock exchange rules, all of the proposals in this proxy statement/prospectus are non-routine matters, so there can be no broker non-votes at the HFF special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee holder of record are represented at a meeting, but the bank, broker, trust or other nominee holder of record has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares of HFF common stock are held in “street name,” your bank, broker, trust or other nominee holder of record will NOT be able to vote your shares of HFF common stock on any of the proposals, and your shares will not be counted in determining the presence of a quorum at the HFF special meeting unless you have properly instructed your bank, broker, trust or other nominee holder of record on how to vote.

6

HFF, Inc.

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

Attention: Corporate Secretary

If your shares are held in a “street name” account, you must contact your bank, broker, trust or other nominee to change your vote.

7

If you hold your shares of HFF common stock in book-entry form, after the closing of the Merger, your shares will automatically be exchanged for the applicable Merger Consideration, including cash in lieu of fractional shares of JLL common stock, if any.

8

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Toll-free: (800) 967-4617

Banks and Brokers: (212) 269-5550

Email: IPCC@dfking.com

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

RISK FACTORS

The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should consider carefully the material risks described below before deciding whether to vote for the proposals to be considered at the HFF special meeting. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 1. See also the section entitled “Where You Can Find More Information” beginning on page 168.

Risks Relating to the Merger and the Combined Company

The combined company may not realize all of the anticipated benefits of the transactions contemplated by the Merger Agreement or such benefits may take longer to realize than expected.

The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits from combining the businesses of JLL and HFF as further described in the sections entitled “The Merger—The JLL Board’s Reasons for the Merger” and “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on pages 60 and 63, respectively. The combined company’s ability to realize the anticipated benefits of the Merger will depend, to a large extent, on the ability of JLL to integrate the businesses of HFF with JLL. The combination of two independent companies is a complex, costly and time-consuming process. As a result, the combined company will be required to devote significant management attention and resources to integrating the business practices and operations of JLL and HFF. The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits expected by JLL and HFF. The failure of the combined company to meet the challenges involved in integrating successfully the operations of JLL and HFF or otherwise to realize the anticipated benefits of the transactions could cause an interruption of, or a loss of momentum in, the activities and business operations of the combined company and could seriously harm its results of operations. In addition, the overall integration of the two companies may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of agent relationships and diversion of management’s attention, and may cause the combined company’s stock price to decline. The difficulties of combining the operations of the companies include, among others:

28

Many of these factors will be outside of the combined company’s control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the combined company’s business, financial condition and results of operations. In addition, even if the operations of JLL and HFF are integrated successfully, the combined company may not realize the full benefits of the transactions, including the synergies, cost savings or growth opportunities that the combined company expects. These benefits may not be achieved within the anticipated time frame, or at all. As a result, JLL and HFF cannot assure you that the combination of HFF with JLL will result in the realization of the full benefits anticipated from the transactions contemplated by the Merger Agreement.

The price of JLL common stock might decline prior to the closing of the Merger, which would decrease the value of the Merger Consideration to be received by HFF stockholders pursuant to the Merger Agreement. Further, at the HFF special meeting, HFF stockholders will not know the exact value of JLL common stock that will be issued pursuant to the Merger Agreement.

The market price of JLL common stock at the time the Merger is completed might increase or decrease significantly from the price on the date of the Merger Agreement or from the price on the date of the HFF special meeting. On March 18, 2019, the day prior to the date of media publications regarding the proposed Merger, JLL common stock closed at $163.02 per share as reported on the NYSE. From March 19, 2019, through [●], 2019, the trading price of JLL common stock ranged from a closing high of $[●] per share to a closing low of $[●] per share on the NYSE.

Upon the closing of the Merger, HFF stockholders will be entitled to receive for each share of HFF common stock that they own, consideration in the form of a combination of JLL common stock and cash. The proportion of the consideration payable to holders of HFF common stock in JLL common stock is fixed and will not be adjusted for changes in the stock prices of either company before the Merger is consummated. As a result, any changes in the market price of JLL common stock will have a corresponding effect on the market value of the Merger Consideration. Neither party, however, has a right to terminate the Merger Agreement based upon changes in the market price of JLL or HFF common stock. HFF stockholders are urged to obtain the latest market quotations for shares of JLL common stock prior to submitting their votes or attending the HFF special meeting.

JLL and HFF are working to complete the transactions as promptly as practicable. The parties currently expect that the Merger will be completed during the third quarter of 2019, subject to the satisfaction or waiver of the conditions to the closing of the Merger. Because the date when the transactions are completed will be later than the date of the HFF special meeting, HFF stockholders will not know the exact value of the JLL common stock that will be issued pursuant to the Merger Agreement at the time they vote on the merger proposal. As a result, if the market price of JLL common stock upon the closing of the Merger is lower than the market price on the date of the HFF special meeting, the market value of the Merger Consideration received by HFF stockholders pursuant to the Merger Agreement will be lower than the market value of the Merger Consideration at the time of the vote by the HFF stockholders. Moreover, during the period between the HFF special meeting and the closing of the Merger, events, conditions or circumstances could arise that could have a material impact or effect on JLL, HFF or the industries in which they operate.

If the combined company is unable to manage its growth, its business and financial results could suffer.

The combined company’s future financial results will depend in part on its ability to profitably manage its core businesses, including any growth that the combined company may be able to achieve. Over the past several years, each of JLL and HFF has engaged in the identification of, and competition for, growth and expansion opportunities. In order to achieve those initiatives, the combined company will need to, among other things,

29

recruit, train, retain and effectively manage employees and expand its operations and financial control systems. If the combined company is unable to manage its businesses effectively and profitably, its business and financial results could suffer.

Deterioration in JLL’s credit profile may increase its costs of borrowing money.

JLL expects to maintain investment grade credit ratings. (Ratings from credit agencies are not recommendations to buy, sell or hold JLL’s securities, and each rating should be evaluated independently of any other rating.) There is no assurance that JLL will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade JLL’s rating below investment grade, JLL’s borrowing costs would increase.

To be successful, the combined company must retain and motivate key employees, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

The combined company, like each of JLL and HFF, will deliver professional services which, by their nature, require a significant number of highly-trained personnel. Such personnel are generally mobile and have skill sets which are often transferable to other organizations. As a result, competition for the professionals employed by JLL and HFF can be intense, and the attraction, retention and motivation of key personnel is one of the core competencies of a professional services firm. The success of the combined company following the Merger largely depends on the skills, experience and continued efforts of management and other key personnel for each of JLL and HFF. As a result, to be successful, the combined company must retain and motivate executives and other key employees and keep them focused on the strategies and goals of the combined company, which effort may be adversely affected as a result of the uncertainty and difficulties with integrating JLL and HFF. Employees of JLL and HFF may experience uncertainty about their future roles with the combined company until or after strategies for the combined company are announced or executed. These circumstances may adversely affect the combined company’s ability to retain key personnel. Any management disruption or difficulties in integrating JLL’s and HFF’s professionals could result in a loss of clients and customers or revenues from clients and customers and could significantly affect the combined company’s business and results of operations. Certain key employees of HFF have executed employment agreements with JLL that are conditioned on completion of the Merger and pursuant to which such executives will receive certain retention benefits that vest in accordance with a defined schedule following the closing of the Merger. However, such key employees may choose to terminate their employment with the combined company at any time and, moreover, key employees will continue to be at-will employees following the Merger and there is no assurance that these individuals will remain with the combined company. If these personnel were to leave, the combined company may experience increased difficulty in generating business opportunities and revenue, managing the ongoing business operations and integrating the businesses and may not be able to adequately replace such personnel, which could have a material adverse effect on the combined company’s overall business, results of operations and financial condition. Additionally, the combined company’s failure to retain key employees will result in the roles and responsibilities of such managers and employees to be filled either by existing or new personnel, which may require the combined company to devote time and resources to identifying, hiring and integrating replacements for the departed managers and employees that could otherwise be used to integrate the businesses of JLL and HFF or otherwise pursue business opportunities. If any key personnel of JLL or HFF were to join an existing competitor or form a competing company, some clients could choose to use the services of that competitor instead of the services of the combined company. There can be no assurance that the combined company will be able to retain and motivate its employees in the same manner as JLL and HFF.

Integration of HFF’s operations with JLL’s operations may impair the combined company’s ability to achieve the expected benefits of the Merger.

Following completion of the Merger, JLL expects to make changes to certain aspects of each of the companies’ operations to integrate HFF’s operations with those of JLL. In addition, JLL expects that the Merger

30

could affect each of the companies’ existing client relationships or its ability to enter into new client relationships. Any changes that JLL makes to each of the companies’ operations, could disrupt their businesses and client relationships and could materially and adversely affect the combined company’s ability to achieve the expected benefits of the transaction and its business and results of operations.

JLL and HFF may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on JLL’s and HFF’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the closing, then that injunction may delay or prevent the Merger from being consummated, which may adversely affect JLL’s and HFF’s respective business, financial position and results of operation. Currently, neither JLL nor HFF is aware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Merger.

The Merger is subject to a number of conditions to the obligations of both HFF and JLL to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the Merger Agreement.

The respective obligations of JLL, Merger Sub, Merger LLC and HFF to effect the Merger are subject to the satisfaction or waiver of the following conditions at or prior to the closing:

31

The conditions set forth in the Merger Agreement may be waived by JLL or HFF, in whole or in part, to the extent permitted by applicable law. For a more detailed discussion of these matters, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 98. Although JLL and HFF have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, subject to certain limitations, these and other conditions to the closing of the Merger may fail to be satisfied. In addition, satisfying the conditions to and the closing of the Merger may take longer and could cost more than JLL and HFF expect. Neither JLL nor HFF can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the closing of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the benefits that JLL expects to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected timeframe.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met.

Before the transactions contemplated by the Merger Agreement, including the Merger, may be completed, various clearances, approvals and declarations of non-disapproval must be obtained from certain regulatory and governmental authorities as described in the section entitled “The Merger—Regulatory Approvals” beginning on page 78. These regulatory and governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying the closing of the Merger or of imposing additional costs or limitations on the combined company following the Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion and may contain conditions on the closing of the Merger. JLL and its affiliates will not be obligated to take any actions that are materially detrimental to the benefits of the transactions contemplated by the Merger Agreement to JLL and its subsidiaries. In addition, the respective obligations of each of JLL, Merger Sub, Merger LLC and HFF to complete the Merger are conditioned on the receipt of certain regulatory approvals or waiver by the other party of such condition.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the U.S. Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), or any state, could take such action under the antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of JLL or HFF. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that the DOJ, the FTC or any other governmental entity or any private party will not attempt to challenge the Merger on antitrust or competition grounds, and, if such a challenge were attempted, there can be no assurance as to its result.

Certain directors and executive officers of HFF have interests in the Merger that are different from, or in addition to, the interests of HFF stockholders.

Certain directors and executive officers of HFF have interests in the Merger that are in addition to their interests as HFF stockholders generally. For executive officers, these interests include, but are not limited to, continued employment with the combined company and the treatment in the Merger of HFF stock awards held by certain directors and executive officers, as applicable. Certain executive officers of HFF have also entered into employment agreements with JLL that are conditioned on completion of the Merger and pursuant to which such executives will receive certain retention benefits that vest in accordance with a defined vesting schedule

32

following the closing of the Merger. In addition, one current member of the HFF Board, Deborah McAneny (or, if she is not able or willing to serve, another individual who, as of the date of the Merger Agreement, is a member of the HFF Board and is mutually agreed to by JLL and HFF), will become a director of the combined company, subject to the approval of the Nominating and Governance Committee of the JLL Board. The HFF Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in determining to recommend that HFF stockholders adopt the merger proposal. See the section entitled “The Merger—Interests of HFF’s Directors and Executive Officers in the Merger” beginning on page 82.

The combined company will record goodwill and intangible assets that could become impaired and adversely affect its results of operations and financial condition.

Accounting standards in the United States require that one party to the Merger be identified as the acquirer. In accordance with these standards, the Merger will be accounted for as an acquisition of HFF by JLL and will follow the acquisition method of accounting for business combinations. The assets and liabilities of HFF will be consolidated with those of JLL and initially reported at their respective acquisition date fair values. The excess of the purchase price over the fair values of HFF’s assets and liabilities will be recorded as goodwill. The unaudited pro forma combined balance sheet as of December 31, 2018 reflects $1,433.4 million of goodwill and $281.4 million of intangible assets resulting from the Merger, which are based on JLL management’s preliminary fair value estimates and are subject to change, including due to fluctuations in the market value of JLL common stock and other purchase price accounting considerations.

The combined company will be required to assess goodwill and intangible assets for impairment at least annually. In the future the combined company may record charges against earnings resulting from impairment. Any determination requiring the write off of a significant portion of the combined company’s goodwill or other intangible assets could adversely affect the combined company’s results of operations and financial condition.

The market price of the common stock of the combined company may be affected by factors different from those affecting the market price for shares of HFF common stock or for shares of JLL common stock.

Upon the closing of the Merger, holders of HFF common stock will become holders of JLL common stock. JLL’s business differs from that of HFF, and the business of the combined company will differ from that of JLL. Accordingly, the results of operations for the combined company will be affected by factors different from those currently affecting the results of operations of HFF and may be affected by factors different from those currently affecting the results of operations of JLL. For a discussion of the businesses of JLL and of certain factors to consider in connection with those businesses, see the section entitled “Information About JLL, Merger Sub and Merger LLC” beginning on page 129 and the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information” beginning on page 168. For a discussion of the businesses of HFF and of certain factors to consider in connection with those businesses, see the section entitled “Information About HFF” beginning on page 130. See also the section entitled “Summary—Comparative Per Share Market Price Data and Dividend Information” beginning on page 26 for additional information on the market value of shares of JLL common stock and HFF common stock.

The issuance of shares of JLL common stock to HFF stockholders pursuant to the Merger Agreement will reduce the percentage ownership interests of JLL’s pre-existing stockholders. Based on the number of shares of JLL common stock and HFF common stock outstanding on [●], 2019, the record date for HFF’s special meeting of stockholders, upon the closing, pre-existing JLL stockholders and former HFF stockholders would own approximately 88% and 12% of the outstanding shares of JLL common stock, respectively, immediately following the closing. The Merger will have no effect on the number of shares of JLL common stock owned by existing JLL stockholders. The issuance of approximately [●] shares of JLL common stock to HFF stockholders will cause a significant reduction in the relative percentage interests of current JLL stockholders in earnings, voting, liquidation value and book and market value. Also, HFF stockholders currently have the right to vote for HFF’s directors and on other matters affecting HFF. At the closing of the Merger, each HFF stockholder that

33

receives shares of JLL common stock and is not already a stockholder of JLL will become a stockholder of JLL with a percentage ownership that will be significantly smaller than such stockholder’s percentage ownership of HFF prior to the Merger. As a result of this reduced ownership percentage, upon closing of the Merger, each former HFF stockholder will generally have less voting power in JLL than they now have in HFF. See the section entitled “Summary—Ownership of JLL After the Merger” beginning on page 12.

The opinion of HFF’s financial advisor will not reflect changes in circumstances between the original signing of the Merger Agreement on March 18, 2019 and the closing of the Merger.

HFF received an opinion from its financial advisor as of March 18, 2019 and does not expect to receive an updated fairness opinion prior to the closing of the Merger. Changes in the operations and prospects of JLL or HFF, general market and economic conditions and other factors that may be beyond the control of JLL or HFF, and on which HFF’s financial advisor’s opinion was based, may significantly alter the value of JLL or the prices of the shares of HFF’s common stock or JLL common stock by the time the Merger is completed. The opinion of HFF’s financial advisor does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because HFF’s financial advisor will not be updating its opinion, which was issued in connection with the signing of the Merger Agreement, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The HFF Board’s recommendation that HFF stockholders vote “FOR” the merger proposal, however, is current as of the date of this proxy statement/prospectus. For a description of the opinion that HFF received from its financial advisor, please refer to the section entitled “The Merger—Opinion of HFF’s Financial Advisor” beginning on page 67.

The Merger Agreement contains provisions that may discourage other companies from trying to acquire HFF for greater Merger Consideration.

The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to HFF, both during the pendency of the Merger with JLL as well as afterward should the Merger with JLL not be consummated, that might result in greater value to HFF stockholders than the Merger with JLL. These Merger Agreement provisions include a general prohibition on HFF from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. In addition, HFF may be required to pay JLL a termination fee in certain circumstances involving acquisition proposals for competing transactions. For further information, please see the sections entitled “The Merger Agreement—HFF Acquisition Proposals,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Reimbursement of Fees and Expenses” beginning on pages 101, 116 and 118, respectively.

Failure to complete the Merger could negatively impact the stock prices and future businesses and financial results of HFF.

If the Merger is not completed, the ongoing businesses of HFF may be adversely affected and HFF will be subject to several risks and consequences, including the following:

34

In addition, if the Merger is not completed, HFF may experience negative reactions from the financial markets and from its employees and business partners. HFF also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against HFF to perform its obligations under the Merger Agreement. If the Merger is not completed, HFF cannot assure its stockholders that the risks described above will not materialize and will not materially adversely affect the business, financial results and stock price of HFF.

The closing of the Merger may trigger change in control or other provisions in certain agreements to which HFF is a party.

The closing of the Merger may trigger change in control or other provisions in certain agreements to which HFF is a party. If JLL and HFF are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if JLL and HFF are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to HFF.

The shares of JLL common stock to be received by HFF stockholders as a result of the Merger will have different rights than shares of HFF common stock.

Following the closing of the Merger, HFF stockholders will become JLL stockholders and their rights will be governed by the JLL Charter, the JLL Bylaws and the MGCL. The rights associated with JLL common stock are different from the rights associated with HFF common stock. See the section entitled “Comparison of Rights of JLL Stockholders and HFF Stockholders” beginning on page 137 for a discussion of the different rights associated with JLL common stock and HFF common stock.

JLL and HFF will incur significant transaction and integration costs in connection with the Merger.

JLL and HFF expect to incur a number of costs associated with completing the Merger and integrating the operations of the two companies. The substantial majority of these costs will consist of transaction costs related to the Merger, including costs to compensate financial advisors for their services, facilities and systems consolidation and integration costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of the businesses of JLL and HFF. Although JLL and HFF expect that the elimination of redundant costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and Merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

The announcement and pendency of the Merger may adversely affect JLL’s and HFF’s business, financial condition and results of operations.

The announcement and pendency of the business combination may cause disruptions and create uncertainty surrounding JLL’s and HFF’s business, which could negatively affect certain relationships with employees and business partners, regardless of whether the Merger is consummated.

The unaudited pro forma combined financial information included in this proxy statement/prospectus is based on a number of preliminary estimates and assumptions and the actual results of operations and financial position of the combined company after the Merger may differ materially.

The unaudited pro forma combined financial information in this proxy statement/prospectus is based on the historical financial statements of JLL and HFF after giving effect to the Merger and the assumptions and adjustments as discussed in the section entitled “Jones Lang LaSalle Incorporated and HFF, Inc. Unaudited Pro Forma Combined Financial Statements” beginning on page 151, including assumptions relating to the allocation of the consideration paid for HFF based on preliminary estimates of the fair value of the assets

35

acquired and liabilities assumed and may be revised. The purchase price allocation reflected is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the acquisition date fair value of the assets acquired and liabilities assumed in the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. There can be no assurance that such revisions will not result in material changes to the information presented. The unaudited pro forma combined financial information of the combined companies contained in this proxy statement/prospectus involves risks, uncertainties and assumptions and is not a guarantee of future performance.

The unaudited prospective financial information of HFF contained in this proxy statement/prospectus involves risks, uncertainties and assumptions and is not a guarantee of future performance. The assumptions used in preparing the unaudited prospective financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the proposed transactions contemplated by the Merger Agreement. Neither JLL nor HFF can provide any assurance that the results indicated in HFF’s unaudited prospective financial information will be realized or that HFF’s future financial results will not materially vary from the unaudited prospective financial information. See the section entitled “Certain Unaudited Prospective Financial Information” beginning on page 164.

JLL currently anticipates that the Merger will be accretive to adjusted diluted earnings per share in the first year following the completion of the Merger. This expectation is based on preliminary estimates, which may materially change. The combined company could also encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the Merger. All of these factors could cause dilution to the combined company’s adjusted diluted earnings per share or decrease or delay the expected accretive effect of the Merger and cause a decrease in the price of the combined company’s common stock.

Risks Relating to JLL

JLL is, and will continue to be, subject to the risks described in Part I, Item 1A in JLL’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 168.

Risks Relating to HFF

HFF is, and will continue to be, subject to the risks described in Part I, Item 1A in HFF’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 168.

36

THE HFF SPECIAL MEETING

General

The HFF Board is furnishing this proxy statement/prospectus to solicit proxies to be voted at HFF’s special meeting. The proxy statement/prospectus summary below highlights information contained elsewhere in this proxy statement/prospectus. Please read the entire proxy statement/prospectus carefully before voting as it provides HFF stockholders with important information they need to know to be able to vote, or instruct their bank, broker, trust or other nominee to vote, at the HFF special meeting.

Special Meeting of HFF Stockholders

Date: [●].

Time: [8:00 a.m.] Eastern Daylight Time

Location: [●]

Voting Matters and Board Recommendations

1. To consider and vote upon the merger proposal; and

2. To consider and vote upon the non-binding compensation advisory proposal.

Pursuant to the HFF Bylaws, the business to be transacted at the HFF special meeting shall be limited to the proposals set forth in the notice to the HFF stockholders provided with this proxy statement/prospectus.

Recommendation of the HFF Board

After careful consideration, on March 18, 2019, the HFF Board unanimously adopted resolutions (i) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of HFF and its stockholders, (iii) directing that the Merger Agreement be submitted to the stockholders of HFF for adoption, (iv) recommending that HFF’s stockholders adopt the Merger Agreement and (v) declaring that the Merger Agreement is advisable. Accordingly, the HFF Board unanimously recommends that HFF stockholders vote “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal at the HFF special meeting.

For a summary of the factors considered by the HFF Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, as well as the HFF Board’s reasons for approving, and certain risks related to, the Merger, see the section entitled “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on page 63.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of HFF common stock at the close of business on [●], 2019 (the “HFF record date”), will be entitled to notice of, and to vote at, the HFF special meeting. At the close of business on the HFF record date, there were [●] shares of HFF common stock issued and outstanding. Accordingly, [●] shares of HFF common stock are eligible to be voted at the HFF special meeting. Each holder of HFF common stock is entitled to one vote for each share of HFF common stock owned as of the HFF record date.

A list of HFF’s registered stockholders as of the close of business on [●], 2019 will be available for inspection at the HFF special meeting and for a period of ten (10) days prior to [●], 2019 during ordinary business hours at HFF’s executive offices located at One Victory Park, 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219.

37

Vote Required; Quorum

The holders of a majority in voting power of all of the shares of HFF common stock issued and outstanding and entitled to vote at the HFF special meeting, present in person or represented by proxy, shall constitute a quorum for the HFF special meeting. A quorum must be present before a vote can be taken on (i) the merger proposal and (ii) the non-binding compensation advisory proposal.

Approval of the merger proposal. Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the HFF special meeting. Accordingly, an HFF stockholder’s abstention from voting, the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have the same effect as a vote “AGAINST” this proposal.

Approval of the non-binding compensation advisory proposal. Approval of the non-binding compensation advisory proposal requires the affirmative vote of the holders of a majority of those shares of HFF common stock present in person or by proxy at the HFF special meeting and entitled to vote thereon, provided that a quorum is present. Accordingly, an HFF stockholder’s abstention from voting will have the same effect as a vote “AGAINST” this proposal, while the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have no effect on the approval of the non-binding compensation advisory proposal.

Voting by HFF’s Directors and Executive Officers

As of the HFF record date for the HFF special meeting, the directors and executive officers of HFF as a group owned and were entitled to vote approximately 1,870,774 shares of HFF common stock, or approximately [●]% of the issued and outstanding shares of HFF common stock on that date. On March 18, 2019, all of HFF’s directors, executive officers and certain additional employees entered into Voting Agreements with JLL pursuant to which, among other things and subject to certain exceptions, such persons have agreed to vote or cause to be voted any shares of HFF common stock of which they are the beneficial or record owner for the merger proposal and against any competing proposal or other action, proposal or agreement that would reasonably be expected to result in a breach of the Merger Agreement or prevent, materially delay or adversely affect the consummation of the Merger.

Accordingly, HFF currently expects that each of its directors and executive officers entitled to vote at the HFF special meeting will vote their shares of HFF common stock “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal.

Voting; Proxies; Revocation

Holders of HFF common stock as of the HFF record date may vote by proxy or in person at the HFF special meeting. Votes cast by proxy or in person at the HFF special meeting will be tabulated and certified by American Stock Transfer & Trust Company, which will be certified by an inspector of election for the HFF special meeting.

Voting in Person

HFF stockholders who plan to attend the HFF special meeting and who own shares of HFF common stock in their own name on the HFF record date may vote in person at the HFF special meeting by written ballot or by delivering a signed proxy card. HFF stockholders who hold their shares in “street name,” which means such shares are held in the name of a bank, broker, trust or other nominee holder of record, must present written

38

evidence at the HFF special meeting from the institution holding such shares indicating that such HFF stockholder was the beneficial owner of the shares held in street name on the HFF record date and is authorized to vote such shares in person. This written evidence is generally called a “Legal Proxy” and should be submitted to HFF’s Secretary, Nancy O. Goodson, prior to the commencement of the HFF special meeting.

Voting by Proxy

The vote of each HFF stockholder is very important. Accordingly, holders of HFF common stock as of the HFF record date should vote by proxy by:

HFF stockholders should submit their proxy even if they plan to attend the HFF special meeting. HFF stockholders can change their vote at the HFF special meeting. Voting instructions are included on the enclosed proxy card. If an HFF stockholder properly submits a proxy to HFF in time to vote, one of the individuals named as a proxy in such HFF stockholder’s proxy will vote the shares as such HFF stockholder has directed.

The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If an HFF stockholder holds shares of HFF common stock in “street name,” the HFF stockholder will receive instructions from such stockholder’s bank, broker, trust or other nominee that the HFF stockholder must follow in order to vote such stockholder’s shares. Such bank, broker, trust or other nominee may allow such HFF stockholder to deliver voting instructions over the Internet, by telephone or by mail.

Unless HFF stockholders give their banks, brokers, trusts or other nominee holders of record instructions on how to vote their shares of HFF common stock, their banks, brokers, trusts and other nominees will not be able to vote their shares on either of the proposals at the HFF special meeting.

All properly executed proxies that are received prior to the HFF special meeting and that are not revoked will be voted at the HFF special meeting according to the instructions indicated on the proxies or, if no instructions are indicated, they will be voted “FOR” the merger proposal and “FOR” the non-binding compensation advisory.

Revocation of Proxy

An HFF stockholder may revoke a proxy or change the voting instructions by taking any of the following actions:

39

HFF, Inc.

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

Attention: Corporate Secretary

If an HFF stockholder’s shares are held in “street name,” such stockholder should contact the institution holding such stockholder’s shares to determine the procedures, if any, for revoking or changing such stockholder’s voting instructions.

Broker Non-Votes

Under applicable stock exchange rules, the merger proposal and the non-binding compensation advisory proposal are both non-routine matters, so there can be no broker non-votes at the HFF special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee holder of record are represented at a meeting, but the bank, broker, trust or other nominee holder of record has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal. Accordingly, shares of HFF common stock held in “street name” by a bank, broker, trust or other nominee holder of record will NOT be voted by such bank, broker, trust or other nominee holder of record on any of the proposals, and such shares will NOT be counted in determining the presence of a quorum at the HFF special meeting, unless the holder of such shares has properly instructed such bank, broker, trust or other nominee holder of record how to vote.

The failure of an HFF stockholder to vote or to instruct such stockholder’s bank, broker, or other nominee holder of record to vote if such stockholder’s shares are held in “street name” will have the same effect as a vote “AGAINST” the merger proposal, but not affect the results of the non-binding compensation advisory proposal.

Proxy Solicitation

HFF has retained the services of D.F. King & Co., Inc. (“DF King”) to aid in the solicitation of proxies and will pay DF King a base fee of $12,500 for these services, plus its related costs and expenses. HFF will bear the total expense of soliciting proxies from HFF stockholders, except that HFF and JLL have each agreed to share equally all expenses incurred in connection with the filing, printing and mailing of this proxy statement/prospectus. In addition to the amounts paid to DF King and the amounts paid for the solicitation of proxies by mail, HFF will reimburse banks, brokerage firms and others for their expenses in forwarding proxy solicitation materials. In addition to the mailing of this proxy statement/prospectus, additional proxy solicitation may be made by telephone or other direct communication with certain stockholders or their representatives by HFF’s directors, officers and employees, who will receive no additional compensation for such solicitation.

Householding

Any HFF stockholder that shares an address with another HFF stockholder and received multiple copies of this proxy statement/prospectus may contact HFF as described above and request that a single copy be sent to the stockholder’s address for future deliveries of HFF communications. This is commonly referred to as “householding.” If an HFF stockholder’s proxy statement/prospectus was “householded” but such stockholder prefers to receive separate copies of the proxy statement/prospectus, additional copies may be requested by contacting HFF’s Secretary to request additional copies.

40

Other Business; Adjournments

No business other than the merger proposal and the non-binding compensation advisory proposal shall be conducted at the HFF special meeting.

Even if a quorum is not present at the HFF special meeting, the chairman of the HFF special meeting or the HFF stockholders present at the HFF special meeting may adjourn the meeting to another place, date or time. Pursuant to the Merger Agreement, HFF has the right to postpone or adjourn the HFF special meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time HFF has not received a number of proxies that it reasonably believes sufficient to obtain stockholder approval of the merger proposal at the HFF special meeting, or (3) to the extent required by applicable law, or (B) with the written consent of JLL.

Assistance

If an HFF stockholder needs assistance in completing such stockholder’s proxy card or has questions regarding the HFF special meeting, such stockholder should contact DF King, which is assisting HFF with the solicitation of proxies, at (800) 967-4617.

41

HFF PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

As discussed elsewhere in this proxy statement/prospectus, holders of shares of HFF common stock will consider and vote on a proposal to adopt the Merger Agreement (the “merger proposal”). The approval by such stockholders of this proposal is required under Delaware law and is a condition to the closing of the Merger. HFF stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement and the Merger. In particular, such stockholders should read in its entirety the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus as it is the legal document that governs the Merger. See the sections entitled “The Merger” and “The Merger Agreement,” beginning on page 46 and 94, respectively.

The HFF Board unanimously recommends that HFF stockholders vote “FOR” the merger proposal.

If a holder of shares of HFF common stock returns a properly executed proxy card, but does not indicate instructions on such stockholder’s proxy card, such stockholder’s shares of HFF common stock represented by such proxy card will be voted “FOR” the merger proposal.

The approval by HFF stockholders of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the HFF special meeting. Accordingly, an HFF stockholder’s abstention from voting, the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have the same effect as a vote “AGAINST” the merger proposal.

42

HFF PROPOSAL 2: NON-BINDING COMPENSATION ADVISORY PROPOSAL

Under Section 14A of the Exchange Act, which was enacted as part of Dodd-Frank, HFF is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger, as disclosed below. Accordingly, HFF stockholders are being provided the opportunity to cast an advisory vote on such payments (the “non-binding compensation advisory proposal”).

The non-binding compensation advisory proposal relates to only the compensation that may be paid or become payable to the named executive officers of HFF that is based on or otherwise relates to the Merger and is pursuant to arrangements between the named executive officers of HFF and HFF or any of its subsidiaries. The non-binding compensation advisory proposal does not relate to any new compensation or other arrangements between HFF’s named executive officers and JLL or any of its subsidiaries.

As an advisory vote, this proposal is not binding upon HFF or the HFF Board, and approval of this proposal is not a condition to the closing of the Merger. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with HFF’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the Merger Agreement is adopted (subject only to the contractual conditions applicable thereto). However, HFF seeks the support of its stockholders and believes that stockholder support is appropriate because HFF has a comprehensive executive compensation program designed to link the compensation of its executives with HFF’s performance and the interests of HFF stockholders. Accordingly, holders of HFF common stock are being asked to vote on the following resolution:

“RESOLVED, that the stockholders of HFF, Inc. approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of HFF, Inc. that is based on or otherwise relates to the Merger and is pursuant to arrangements between the named executive officers of HFF and HFF or any of its subsidiaries, as set forth below.

43

The amounts reported above are estimated based on multiple assumptions that may or may not actually occur, including the assumptions described under the section entitled “The Merger—Interests of HFF’s Directors and Executive Officers in the Merger—Certain Assumptions” beginning on page 84 and elsewhere in this proxy statement/prospectus. As a result, the compensation, if any, to be received by a named executed officer may be materially different from the amounts set forth above.

44

The HFF Board unanimously recommends that HFF stockholders vote “FOR” the non-binding compensation advisory proposal.

If an HFF stockholder returns a properly executed proxy card, but does not indicate instructions on such stockholder’s proxy card, such stockholder’s shares of HFF common stock represented by such proxy card will be voted “FOR” the non-binding compensation advisory proposal.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of the holders of a majority of those shares of HFF common stock present in person or by proxy at the HFF special meeting and entitled to vote thereon, provided that a quorum is present. Accordingly, an HFF stockholder’s abstention from voting will have the same effect as a vote “AGAINST” this proposal, while the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have no effect on the approval of the non-binding compensation advisory proposal.

The vote on the non-binding compensation advisory proposal is advisory only and, therefore, not binding on HFF or JLL or any of their respective subsidiaries, and, if the Merger Agreement is adopted by HFF stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to HFF’s named executive officers (to the extent payable under the terms of the applicable governing documents) even if this proposal is not approved.

45

THE MERGER

The following is a description of the material aspects of the Merger. While the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the Merger.

General

On March 18, 2019, the JLL Board and the HFF Board each approved the Merger Agreement, attached as Annex A to this proxy statement/prospectus. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into HFF, with HFF continuing as the surviving corporation and as a wholly owned subsidiary of JLL. Immediately following the effective time, HFF, as the surviving corporation in the Merger, will merge with and into Merger LLC, with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of JLL. Under the terms of the Merger Agreement, as of the effective time, each share of HFF common stock issued and outstanding as of immediately prior to the effective time (other than shares owned by JLL, HFF or any of their respective subsidiaries and shares held by any holder of HFF common stock who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be cancelled and converted into the right to receive the Merger Consideration, upon the terms provided in the Merger Agreement and as described below in the section entitled “The Merger Agreement—Merger Consideration” beginning on page 95.

Background of the Merger

Members of each of the HFF Board and HFF’s senior management regularly evaluate and consider the historical performance, future growth prospects, overall strategic goals and objectives of HFF and various opportunities to enhance stockholder value of HFF in the context of changes in the competitive landscape in the markets in which it operates and elsewhere. As part of HFF’s ongoing process, the senior management of HFF has at times presented to and discussed with the HFF Board various potential strategic alternatives involving possible business combinations that could complement and enhance HFF’s competitive strengths and strategic positions, in addition to organic growth potential and other matters.

In this regard, various members of the HFF Board and HFF’s respective senior management have from time to time, including over the past two years, met or otherwise communicated informally with representatives of other commercial real estate services and investment firms, including other companies in the real estate capital markets intermediary industry regarding the competitive real estate capital markets services landscape and discussed potential benefits of strategic partnerships or transactions. The majority of such discussions have arisen from unsolicited inquiries from parties interested in forming a relationship with HFF. In addition, from time to time, including over the past two years, HFF has met or otherwise communicated informally with representatives of firms in industries outside of the real estate services field that might have strategic fit with HFF. The majority of these discussions have resulted from HFF initiating contact with such firms. None of such discussions that have taken place over the past five years progressed to the point of the discussion of any potential definitive terms.

JLL was among the institutions with which members of HFF’s senior management had informal communications from time to time. Specifically, Mark D. Gibson, a vice chairman of the HFF Board and the Chief Executive Officer, HFF, and John Gates, Chief Executive Officer, Markets, Americas, JLL have a longstanding relationship and have met on an informal basis at industry events and in other settings on a number of occasions over the past decade. In December of 2017, Mr. Gates contacted Mr. Gibson to suggest a meeting to discuss the changing landscape of the real estate intermediary industry. Mr. Gibson agreed to meet, and that meeting resulted in a meeting between Mr. Gibson and Christian Ulbrich, President and Chief Executive Officer, JLL, at an industry event held in August 2018 in New York, New York. Also in attendance at the industry event

46

were Mr. Joe B. Thornton, a vice chairman of the HFF Board and President, HFF, Mr. Gates and Richard Bloxam, Global CEO, Capital Markets, JLL. Mr. Gibson, Mr. Thornton, Mr. Ulbrich, Mr. Gates and Mr. Bloxam discussed a number of topics during the course of their meeting, primarily focusing on industry trends and an overview of each company’s relative position within the commercial real estate industry. In addition, they further discussed any benefits that might arise from a business combination transaction that would combine each firm’s strengths in the global capital markets business. The meeting ended with representatives of HFF and JLL suggesting that each would consider the topics discussed and determine if there was sufficient rationale to meet again in the future to discuss a potential business combination or other commercial relationship.

Throughout the remainder of August and early September, 2018, Mr. Gibson and members of HFF’s senior management, in the course of their ordinary strategic planning process, began to formulate the HFF strategic plan for 2019 and update the HFF Board concerning strategic initiatives, goals and progress towards such matters. As part of their normal communication with the HFF Board, members of HFF’s senior management noted to members of the HFF Board in ordinary-course, informal communications, that they had been in contact with representatives of JLL in August 2018, and had engaged in ordinary course contacts with other firms on various business relationships and the potential value of any business combination transactions over a similar time frame. Following planning and review of HFF’s strategic plan, members of HFF’s senior management determined that another meeting with JLL would be warranted to further explore the industry and each firm’s relative position in the marketplace. Accordingly, Mr. Gibson and Mr. Ulbrich agreed that on the next occasion Mr. Ulbrich planned to travel to the United States, Mr. Gibson would make arrangements to meet with Mr. Ulbrich in New York, New York, to continue discussions regarding a potential strategic business combination or other commercial relationship between their respective companies.

On September 7, 2018, Mr. Gibson and Mr. Ulbrich spoke by telephone and discussed areas of strategic fit between HFF and JLL, focusing again on HFF’s strengths in the United States real estate capital markets as compared with JLL’s strengths in other areas in its business in the United States, as well as its strengths in the overseas real estate capital markets. Following such discussion, Mr. Gibson and Mr. Ulbrich agreed that subsequent conversations regarding any business combination or other commercial relationship to enhance near and long-term stockholder value should be conducted under the terms of a mutually agreeable confidentiality agreement. After this discussion, Mr. Gibson spoke by telephone with Ms. Deborah McAneny, lead independent director of HFF, to discuss consulting with Dechert LLP (“Dechert,” counsel to HFF) regarding entering into a confidentiality agreement with JLL. Ms. McAneny agreed that Dechert should be consulted regarding a confidentiality agreement and Mr. Gibson subsequently contacted Dechert regarding the same.

On September 27, 2018, following negotiations, the companies entered into a mutual confidentiality agreement, pursuant to which each company would keep certain information regarding the other party confidential. The confidentiality agreement also included a standstill provision restricting each party, for a period of twelve months, from purchasing the other party’s capital stock or taking certain other actions that may lead to a business combination, unless approved by the applicable company’s board of directors. Following execution of the mutual confidentiality agreement, Mr. Gibson, Mr. Thornton, Matthew Lawton, Executive Managing Director, HFF, Michael Tepedino, Executive Managing Director, HFF and Gerard Sansosti, Executive Managing Director, HFF met with Mr. Gates and Jay Koster, Group Head, Americas Capital Markets and Investor Services, JLL, Greg O’Brien, Chief Executive Officer, Americas, JLL and Mr. Bloxam in Dallas, Texas, and over dinner discussed each person’s background and history in the real estate industry and their current responsibilities in their respective positions.

On September 28, 2018, Mr. Gates, Mr. O’Brien, Mr. Bloxam and Mr. Koster joined Mr. Gibson, Mr. Thornton, Mr. Lawton, Mr. Tepedino, and Mr. Sansosti. At the meeting, Mr. Bloxam, Mr. Gates, Mr. Koster and Mr. O’Brien discussed the strategic fit of HFF’s expertise and organization. Representatives of JLL then left the meeting and the members of HFF management in attendance discussed the strategic fit between HFF and JLL and opportunities for cross-selling services, among other matters, and reached a preliminary consensus that continuing conversations with JLL had the potential to meaningfully enhance stockholder value through the

47

acceleration of HFF’s strategic plan both in the United States and overseas by allowing the combined company to provide additional services to HFF’s clients.

On October 8, 2018, Mr. Gibson and Mr. Ulbrich met in Dallas to continue discussions regarding a potential business combination of HFF and JLL and to discuss their respective visions for the combined enterprise. During the months of October and November, 2018, Mr. Gibson and Mr. Thornton and other members of the HFF Executive Committee (a committee of the following key HFF employees: Mr. Gibson, Mr. Thornton, Mr. Lawton, Mr. Tepedino, Mr. Sansosti, Mr. Kevin MacKenzie, Executive Managing Director, HFF, Mr. Manuel de Zarraga, Executive Managing Director, HFF, Mr. Greg Conley, Chief Financial Officer, HFF, and Ms. Nancy Goodson, Chief Operating Officer, HFF) discussed the potential governance structure and incentive structure of the combined U.S. capital markets business of the combined company following a proposed business combination transaction with representatives of JLL, including how to create the best incentive structure for the combined business in order to incentivize and encourage a partnership mindset and align interests to increase enterprise value on behalf of stockholders. During the course of these discussions, representatives of JLL made clear to representatives of HFF that any business combination transaction would require certainty that key HFF capital markets employees would remain with the combined company following any business combination transaction. In light of the substantial stock component that HFF senior management believed may be contemplated in connection with a business combination transaction, members of HFF management, following informal consultation with the non-employee members of the HFF Board, determined that certainty of retention of key HFF capital markets advisors would be an important component to ensuring that HFF stockholders would recognize value from a transaction in the current form.

On October 23, 2018 and October 24, 2018 the HFF Board held its regularly scheduled Board and committee meetings. At a dinner for the HFF Board held on October 23, 2018, Mr. Gibson, Mr. Thornton, Ms. Goodson and Mr. Conley updated the HFF Board with respect to the ongoing discussions between members of the HFF Executive Committee and representatives of JLL with respect to a potential business combination involving HFF and JLL. After this discussion, Mr. Gibson and Mr. Thornton periodically briefed the non-employee members of the HFF Board on an as-needed basis between regularly scheduled HFF Board meetings.

On November 7, 2018, Mr. Gibson traveled to New York, New York to meet with Mr. Ulbrich and Mr. O’Brien to further discuss the time frame of any potential business combination transaction and review the merits, concerns and whether both parties had determined whether there was a basis for continuing discussions of a business combination transaction. The group reviewed the activities and discussions that had taken place to date, noting the productive discussions that had occurred, and agreed to consult with their respective colleagues, including the Boards of Directors of each company, about the content of the meeting. Mr. Ulbrich and Mr. O’Brien stated that they believed, based on their evaluation to date and subject to further due diligence, a preliminary valuation for HFF would be between $45 per share and $46 per share, and that JLL would structure the acquisition in a mix of approximately half cash and half common stock of JLL. HFF’s share price as of the close of trading on the NYSE on November 6, 2018 was $38.68. Mr. Gibson responded that neither party had sufficient information to determine appropriate valuations at that point in time and further work on governance and the outlines of a combined enterprise with incentives structures aligned to increase enterprise value should occur before further discussions on price.

Following this meeting, Mr. Gibson contacted Ms. McAneny to report on the further discussions with JLL and to discuss updated views on the basis for a strategic transaction between the two companies based on information learned since the last HFF Board meeting. Mr. Gibson briefed Ms. McAneny on the discussions to date and the strategic merits and fit of a transaction with JLL as compared with Mr. Gibson’s and the HFF Executive Committee’s assessment of the same with other likely parties. Following further discussions between Mr. Gibson and Ms. McAneny, and among Ms. McAneny and other members of the HFF Board, Mr. Gibson, Ms. McAneny, the other members of the HFF Board and the HFF Executive Committee determined it would be prudent to engage a financial advisor to assist with consideration of a potential business combination transaction,

48

and on November 9, 2018, Mr. Gibson reached out to representatives of two investment banks, including Morgan Stanley & Co. LLC (“Morgan Stanley”). Given the importance of maintaining the confidentiality of any potential transaction and that Mr. Gibson had not heard back from the second investment bank in a timely fashion, Mr. Gibson, after consultation with Dechert and certain non-employee members of the HFF Board, ultimately asked one investment bank, Morgan Stanley, to make a presentation to the Board regarding the valuation of HFF and potential strategic initiatives.

On November 12, 2018, Mr. Gibson held a telephone call with Mr. Ulbrich to indicate that HFF expected to engage a financial advisor to assist with the evaluation of a potential combination of the two companies.

On November 13, 2018, representatives of Morgan Stanley came to Dechert’s New York, New York offices, to meet with Mr. Gibson (who participated via videoconference), Ms. McAneny, Mr. Steven Wheeler, a member of the HFF Board, and representatives of Dechert to discuss their qualifications to serve as a financial advisor to HFF in a potential strategic transaction. Shortly following such meeting, Ms. McAneny contacted representatives of Morgan Stanley to explore their engagement advising HFF in connection with the evaluation of strategic alternatives. Also following such meeting, representatives of Dechert provided a confidentiality agreement to representatives of Morgan Stanley, and following negotiation, a confidentiality agreement was executed on November 14, 2018, and members of HFF’s senior management then began briefing representatives of Morgan Stanley on conversations with representatives of JLL to date.

On November 14, 2018, members of the HFF Board conducted a telephonic meeting of the HFF Board. HFF management summarized for the HFF Board the recent discussions between members of HFF management and JLL management. The HFF Board and management discussed the merits of remaining as an independent company, potentially entering into a transaction with JLL, as well as a transaction with a number of other real estate companies or other investment or technology enterprises. These discussions led to the preliminary view of the HFF Board that (a) a combination of HFF and JLL had the potential to create superior performance and growth prospects for HFF stockholders, (b) a business combination with JLL represented the best opportunity to preserve the unique HFF culture that is key to growing the firm’s enterprise value and enhancing stockholder value and (c) discussions with JLL were a unique opportunity for HFF, different from prior unsolicited inquiries that HFF had received in recent years because of the potential synergies that could be recognized as a result of the combination of HFF and JLL. The HFF Board discussed the fiduciary duties that might apply to their consideration of a transaction of the type being discussed with JLL. Following further discussion of a transaction and the credentials of the representatives of Morgan Stanley, the HFF Board voted to approve HFF’s engagement of Morgan Stanley on terms reasonably acceptable to HFF management, and authorized members of HFF management to continue to engage with members of JLL management in respect of a potential business combination transaction.

Beginning on November 15, 2018, at the direction of the HFF Board, representatives of Morgan Stanley began conducting various preliminary financial analyses on HFF and the value of a potential transaction with JLL to HFF stockholders, focusing on whether a potential transaction with JLL would offer the opportunity for both short- and long-term stockholder value.

On November 15, 2018, HFF held a leadership team meeting during which the HFF Executive Committee briefed approximately nine additional members of HFF’s senior management that comprise HFF’s expanded executive committee (the “HFF Expanded Executive Committee”) and the three members of HFF’s Executive Committee Council (the “HFF Executive Committee Council”) on discussions with JLL to date and provided the preliminary views of the HFF Board as discussed at the telephonic meeting of the HFF Board on November 14, 2018. The purpose was to ensure that there would be agreement on the rationale to proceed based on the analysis conducted to date by the HFF Board and HFF Executive Committee. Following this briefing and a discussion of such rationale and the discussions with JLL to date, members of the HFF Expanded Executive Committee and the HFF Executive Committee Council reached consensus to support further discussions with JLL. Also on November 15, 2018, Morgan Stanley confirmed that it did not have any conflicts with respect to a potential business combination involving JLL.

49

On November 17, 2018, Mr. Gibson and Mr. Ulbrich spoke by telephone to discuss the financial due diligence process and overall transaction timelines. Over the next four days, Mr. Gibson, Mr. Thornton and the HFF Executive Committee held a series of telephone calls with Mr. Gates, Mr. Koster and Mr. O’Brien to further discuss time frames, structure and makeup of the combined U.S. capital markets business of the combined company to further align on the strategic fit between the two companies to drive value for HFF stockholders.

On November 26, 2018, following negotiations, an engagement letter between HFF and Morgan Stanley was executed, appointing Morgan Stanley as HFF’s financial advisor effective November 14, 2018.

On November 29, 2018, the HFF Board held an in-person meeting in Dechert’s New York, New York offices, to review certain preliminary financial analyses of Morgan Stanley in respect of HFF’s value on a standalone basis and in combination with JLL. Representatives of Morgan Stanley reviewed their preliminary views on HFF’s value as a standalone entity, considering HFF’s activities and current strategic plan in the absence of a strategic transaction, and the potential counterparties that could engage in a strategic transaction with HFF, including JLL and other selected parties. Mr. Gibson then noted that with elements of HFF’s 2018 strategic plan well underway or complete, Mr. Gibson, Mr. Thornton and the HFF Executive Committee had engaged with members of JLL’s senior leadership to discuss the logic and potential merits of a business combination transaction to determine whether such transaction and the logic and merits to such transaction would drive short- and long-term strategic value for HFF and JLL stockholders. As part of that discussion, Mr. Gibson described how JLL was unique in its ability to provide a combined platform that would best enhance stockholder value. Among the topics discussed by the HFF Board and senior management were: (i) a mix of potential consideration in cash and JLL common stock, permitting HFF stockholders to participate in the increased value of the JLL business post-transaction after accounting for the strategic contribution of HFF’s United States and U.K. real estate capital markets business; (ii) the ability to create value through the expected increase in the business line offerings to HFF clients in a combined enterprise and the expansion of HFF’s existing service offerings across a global platform; (iii) the acceptance of HFF’s governance and incentive structures overlaid on JLL’s existing United States business, driving substantial synergies derived from the multiple business lines of the combined companies and with an increased alignment of management and stockholders; (iv) the potential to transform the existing capital markets businesses of JLL and HFF into a unique and differentiated global capital markets intermediary in the United States, which would drive greater stockholder value; (v) the role of HFF’s leadership team in the combined enterprise, allowing the combined company to share best organizational and management practices, which was expected to help drive additional value at the capital markets business of the combined company and thereby additional value for HFF and JLL stockholders; (vi) the existence of a deeper bench and increased optionality from a personnel perspective as a result of the transaction as well as the addition of leadership in key geographies; (vi) the respect that HFF has for the leadership of JLL including Mr. Ulbrich, as well as the legacy leadership of The Staubach Company that had risen to lead JLL’s Americas business following JLL’s acquisition of The Staubach Company in 2008, which demonstrated successful integration of another entity into the JLL organization that brought cost and revenue synergies to stockholders, and offered the opportunity to again drive stockholder value for HFF stockholders; and (vii) other related topics relative to a potential merger with JLL.

Representatives of Morgan Stanley then provided their preliminary views on a potential transaction, focusing their discussion on their preliminary perspectives on the valuation of HFF as a standalone entity, potential synergies that could be realized in a transaction with JLL and their preliminary perspectives on the valuation of JLL as a manner of assisting the HFF Board in understanding how to consider a transaction in which it received a significant portion of consideration in the form of JLL common stock. Members of the HFF Board, in consultation with representatives of Morgan Stanley, also discussed their views that there was a relatively low likelihood of an acquisition of HFF by a financial sponsor or an entity outside of certain strategic peers of HFF, considering the nature of the business and the inability to derive significant cost synergies in such a transaction, which would likely result in a lower price than what JLL had indicated it was considering offering. Following a review of strategic options and with the input of representatives of Morgan Stanley, the HFF Board reached a preliminary consensus that a business combination transaction with JLL had the potential to create the best value

50

for stockholders and offered the best strategic advantage because it could provide, among other things, an acceleration of HFF’s growth plans while enhancing HFF’s strategic position in the United States real estate and global capital markets business, providing HFF’s clients with more services and HFF with more opportunities to cross-sell services. In addition, such a transaction would offer revenue and cost synergies that could drive additional value for HFF stockholders. Following such discussions, after noting that HFF’s common stock had closed at $40.06 per share the day before, and after reviewing JLL’s initial indications of a price range between $45 per share to $46 per share from November 7, 2018 were too low, the HFF Board approved the continuation of discussions between HFF’s senior management and JLL to determine whether a business combination transaction at a higher price was a viable path forward for the two companies.

Following the November 29, 2018 meeting of the HFF Board, Mr. Gibson met with Mr. Ulbrich and Mr. Bloxam in London, United Kingdom. During the meeting, Mr. Ulbrich indicated that following additional due diligence, JLL was prepared to value HFF in the range of $45 to $46 per share. Mr. Gibson elected not to engage in further negotiation with Mr. Ulbrich or Mr. Bloxam concerning price, noting only that HFF would consider the proposal, but that, based on input from the HFF Board and the advice of Morgan Stanley, a subsequent proposal should value HFF at a higher price. HFF’s share price as of the close of trading on the NYSE on November 28, 2018 was $38.45.

On December 9, 2018, representatives of J.P. Morgan Securities, LLC (“J.P. Morgan”), financial advisor to JLL, provided, on behalf of JLL, a non-binding term sheet outlining the key terms of a potential transaction to representatives of Morgan Stanley. The term sheet did not contain price terms but contemplated a mix of cash and stock consideration, outlining a merger transaction with HFF pursuant to which HFF would become a direct, wholly owned subsidiary of JLL. The term sheet contemplated that key employees of HFF execute employment agreements as a condition to entering into the merger agreement to effect the transaction, and the employment agreements would be accompanied by certain restrictive covenants in favor of JLL. Furthermore, certain key insider stockholders would execute voting agreements, agreeing to vote their shares in favor of a transaction with JLL. In addition, the term sheet contemplated that the JLL Board would appoint one member of the HFF Board to the JLL Board, and the parties would agree prior to signing on the governance and incentive structure consistent with the discussions to date concerning such topics. The transaction would not be subject to any financing condition or closing conditions other than material regulatory conditions, including relevant housing authorities, required antitrust approvals and any other required regulatory consents, and other customary closing conditions. According to the term sheet, any definitive agreement would further contain a customary non-solicitation provision, requiring HFF not to solicit or engage in discussions regarding competing transaction proposals, subject to a right for HFF to terminate the merger agreement with JLL to accept a superior proposal, provided that concurrently with such termination HFF paid to JLL a termination fee equal to 4% of the equity valuation of HFF in the transaction. Furthermore, the term sheet requested that HFF enter into an exclusivity arrangement for a period of 30 days following agreement on the terms set forth in the term sheet. The transaction would also not require a vote of JLL stockholders.

On December 10, 2018, Mr. Gibson, Mr. Thornton, Mr. Koster and Mr. Gates met to discuss further leadership, governance and incentive structural matters in response to JLL’s requests for certainty that key capital markets advisors from HFF would be a part of the ongoing enterprise in the event HFF and JLL entered into a business combination transaction.

On December 11, 2018, the HFF Board held a regularly scheduled meeting at Dechert’s New York, New York offices, which included, for part of the meeting, members of the HFF Executive Committee who attended in person as well. At the start of the meeting, representatives of Morgan Stanley and Dechert presented the principal terms of the term sheet received on December 9, 2018, and members of the HFF Board discussed key terms included in the term sheet, including JLL’s request that key employees of HFF sign employment agreements with JLL as a condition to entering into the transaction. Members of the HFF Board engaged in a lengthy discussion concerning HFF as a standalone company, and the complementary nature of HFF’s business within JLL’s larger real estate services platform. Additional discussion followed concerning the HFF Board’s

51

evaluation of the HFF management team and the significant benefits that could be derived by applying HFF’s management and approaches to JLL’s capital markets services business in the United States and across JLL’s platform, noting the significant value for HFF stockholders that could be derived from that approach under the contemplated half-cash, half-stock mix of consideration that HFF stockholders would receive in the contemplated transaction. In further discussion with representatives of Dechert, the HFF Board also discussed the proposed termination rights included in the December 9 term sheet, as well as the HFF Board’s fiduciary duties in respect of a transaction of the nature being considered with JLL. Management of HFF and HFF’s advisors discussed with the HFF Board potential responses on the term sheet, including to respond with (a) a “go shop” provision permitting HFF for a period of time following signing of the merger agreement to solicit competing proposals and to pay a lower termination fee if HFF terminated the merger agreement to accept one of such proposals during such period and (b) the inclusion of an organizational chart for the U.S. capital markets business of the combined company, including with Mr. Gibson as co-chair of the JLL Global Capital Markets Board of JLL. Following such discussions, the HFF Board then turned to its regularly scheduled business.

On December 13, 2018, Mr. Gibson held a telephone call with Mr. Ulbrich whereby Mr. Gibson informed Mr. Ulbrich that the principal terms of the term sheet received from JLL on December 9, 2018 were discussed at a meeting of the HFF Board and that HFF would be responding to JLL’s term sheet in writing through Morgan Stanley.

On December 13, 2018, following consultation with the HFF Board, Dechert and Morgan Stanley, HFF’s senior management directed representatives of Morgan Stanley to distribute a revised version of the term sheet to representatives of J.P. Morgan. No price terms were included in the revised term sheet, but certain revisions to the governance provisions were included to require two members of the HFF Board be appointed to the JLL Board. In addition, the term sheet specified that Mr. Gibson would serve as co-chair of the JLL Global Capital Markets Board, and identified some components of senior leadership of the combined enterprise and the leadership team of the US Capital Markets organization following a transaction. The term sheet revisions included a “go shop” period allowing HFF to affirmatively solicit competing proposals during the 40 days following the execution of the merger agreement. During the “go shop” period, a reduced termination fee would be payable by HFF, equal to 1.25% of the equity valuation of HFF in the transaction, and thereafter, a customary non-solicitation provision would include a termination fee of 2.5% of the equity valuation of HFF in the transaction.

Beginning on December 14, 2018, an electronic data room was opened by HFF’s advisors to JLL’s advisors, including representatives of J.P. Morgan, for JLL and its advisors to conduct due diligence on HFF. J.P. Morgan maintained contact with representatives of Morgan Stanley to request certain financial and business documentation over the course of the subsequent weeks.

On December 18, 2018, the HFF Board convened a telephonic meeting. During the meeting, the HFF Board discussed with management the status of discussions with JLL. Dechert also provided the HFF Board a further briefing regarding their fiduciary duties in considering a transaction of the nature being considered with JLL.

Between January 3, 2019 and January 9, 2019, Mr. Gibson and Mr. Thornton consulted with representatives of Morgan Stanley concerning customary retention terms that would be appropriate for a transaction in the services industry given JLL’s requirements that a transaction include employment arrangements with key employees of HFF and the importance to the combined company and HFF stockholders of the retention of key HFF employees. Following such consultation, Mr. Gibson convened a follow-up call with Mr. Gates and Mr. Koster concerning the general outline of retention terms, including governance structures, employment terms and the costs of any retention program for key employees of HFF. At this point, it was the understanding of HFF’s senior management and HFF’s advisors that the actual per share price paid to HFF stockholders would be reduced by the amount of transaction expenses (including retention payments) to be paid in any transaction and, therefore, that JLL’s valuation of HFF in the range of $45 to $46 per share communicated to Mr. Gibson by Mr. Ulbrich on November 29, 2018 would be so reduced. Later on January 10, 2019, at the direction of HFF senior

52

management, representatives of Morgan Stanley distributed a term sheet concerning employee retention arrangements, along with proposed retention amounts to be paid to certain HFF employees, to J.P. Morgan, and on the same date, Mr. Gibson briefed Mr. Ulbrich on the proposed terms.

On January 10, 2019, the HFF Board convened a meeting via teleconference. During the meeting, the HFF Board and management discussed the status of the negotiations between the parties, including with respect to the consideration to be paid. Mr. Gibson and Mr. Thornton also briefed the HFF Board on recent discussions with JLL concerning governance, incentive structures and employee retention matters. The HFF Board discussed the general outline of terms of potential employment agreements to document, governance, incentive and retention matters because of the value of the employees to the value of the combined companies, and in turn to HFF stockholder value.

Following the HFF Board meeting and over the course of the next three weeks, Mr. Gibson, Mr. Thornton and members of the HFF Executive Committee held numerous calls with Mr. Gates, Mr. Koster and Mr. O’Brien concerning the terms of the retention program and JLL’s specific requirements for a focused and properly incentivized program, the basis for any retention awards, and the strategic value of ensuring key personnel would be incentivized to work towards the successful consummation of a transaction and the growth of the combined enterprise with JLL, along with JLL’s requirements for non-competition covenants and appropriate vesting and claw-back arrangements to ensure that the retention program would ensure continued employment with JLL and its affiliates, driving value to the combined company, and in turn to HFF stockholders receiving a significant portion of consideration in a potential business combination transaction in the form of common stock of JLL. Concurrently, at the direction of the HFF Board, representatives of Morgan Stanley communicated with representatives of J.P. Morgan to indicate that while discussions concerning incentive arrangements occurred, subsequent proposals likely would need to be in excess of $47 per share in the aggregate, net of transaction expenses and incentive arrangements, to HFF stockholders.

On January 31, 2019, Mr. Gibson contacted Mr. Ulbrich to discuss HFF’s special dividend. Although JLL earlier in discussions had requested that HFF not make any dividend payment while the parties were negotiating a potential transaction, Mr. Gibson noted that HFF would be paying its special dividend consistent with its practice in prior years.

On February 7, 2019, J.P. Morgan, on behalf of JLL, provided an updated term sheet to Morgan Stanley. The revised term sheet proposed an acquisition of HFF at approximately $46 per share based on the closing price of JLL common stock on February 6, 2019, with each share of HFF common stock to be converted into the right to receive $23 per share and 0.1590 of a share of JLL common stock. Such $46 per share offer represented an increase from JLL’s prior offer, as the $46 per share was not reduced by transaction costs, including the $111.5 million of retention costs, representing a substantial increase from JLL’s initial indications of interest at $45 to $46 per share, before accounting for any transaction and retention costs, in November 2018. The revised proposal removed the proposed “go shop” period and reverted to a non-solicitation obligation for HFF, with a termination fee payable by HFF under certain circumstances in the amount of 3.75% of the equity value of HFF in the transaction. JLL’s revised terms removed the specified obligation to appoint Mr. Gibson as co-chair of the JLL Global Capital Markets Board, and also removed reference to the organizational charts that had been discussed among Mr. Gibson, Mr. Thornton, Mr. Koster and Mr. Gates. HFF’s stock price at the close on February 6, 2019, prior to distribution of the term sheet, was $41.77.

The HFF Board met via teleconference on February 9, 2019. At the meeting, Mr. Gibson and Mr. Thornton briefed the HFF Board on recent discussions, and representatives of Morgan Stanley and Dechert reviewed the revised term sheet and material open terms between HFF’s prior proposal and JLL’s response. Representatives of Morgan Stanley advised the HFF Board that more information should be sought from JLL to understand JLL’s views on pricing and how those views were informed by potential synergies, as representatives of Morgan Stanley and HFF management believed that JLL’s proposal failed to give effect to the full value of expected synergies in a strategic transaction. Following review of the terms and Morgan Stanley’s analyses, the HFF

53

Board authorized representatives of Morgan Stanley to seek further information from J.P. Morgan concerning the proposed per share price for HFF.

On February 10, 2019, as requested, representatives of J.P. Morgan and Morgan Stanley discussed by telephone expected transaction synergies and the buildup of the pricing terms included in the February 7, 2019 term sheet. In addition, J.P. Morgan confirmed that the $46 per share price ($23 per share in cash and 0.1590 of a share of JLL common stock) was net of any transaction expenses, including any proposed retention payments contemplated for HFF management. Representatives of Morgan Stanley reviewed this additional information with senior management of HFF and, following such discussions, on February 11, 2019, Mr. Gibson contacted Mr. Ulbrich to indicate that further information would need to be shared concerning JLL’s estimates on expected transaction synergies in order to better understand the value to HFF stockholders of JLL’s proposal.

Throughout the remainder of February and March, the parties conducted additional legal, financial and business due diligence.

Later in the day on February 11, 2019, the HFF Board convened a meeting via teleconference. Mr. Gibson and Mr. Thornton updated the HFF Board on his discussions since February 9, 2019 with Mr. Ulbrich, and representatives of Morgan Stanley (i) summarized the additional information received from J.P. Morgan concerning the elements used to derive the $46 per share price and (ii) reviewed for the HFF Board Morgan Stanley’s view on revenue and expense synergies and JLL’s ability to consummate the transaction at certain per share prices, including as compared to HFF’s value as a stand-alone company and prices that other potential acquirers may be willing and able to pay. Following lengthy discussion concerning the value of HFF, the HFF Board authorized Mr. Gibson and representatives of Morgan Stanley to contact JLL to make a counteroffer with a revised cash and exchange ratio resulting in a price of $48 per share, using the closing price of JLL common stock on February 11, 2019, which was $146.27. The HFF Board, Mr. Gibson and Morgan Stanley agreed that Morgan Stanley would convey this message on February 13, 2019. In light of the significant increase in the trading price of JLL common stock on February 12, 2019 (from $146.27 at the opening of trading to $166.15 at the close of trading), the HFF senior management in consultation with representatives of Morgan Stanley and, informally, with the non-employee members of the HFF Board, revised the counter offer to be a $1 per share increase in the cash portion of JLL’s offer, with the same amount of fixed JLL common stock contained in JLL’s offer made on February 7, 2019 (which, as of the close of trading on February 12, 2019, represented an aggregate value of $50.42).

On February 13, 2019, representatives of Morgan Stanley followed up with representatives of J.P. Morgan concerning the February 7, 2019 JLL proposal. In their first call, following the increase in value of JLL common stock and as directed by the HFF Board during informal discussions, representatives of Morgan Stanley indicated that the HFF Board would consider accepting a revised proposal with a $1 per share increase in cash, and the same fixed amount of shares of JLL common stock as included in JLL’s proposal on February 7, 2019. Representatives of J.P. Morgan responded that JLL would not accept the request but could potentially consider a $0.25 per share increase. Following such feedback, representatives of Morgan Stanley followed up with representatives of J.P. Morgan to discuss two potential options that the HFF Board could consider: (a) a revised offer with an aggregate increase of $0.50 per share based on the closing trading price of JLL common stock on February 13, 2019 with the stock and cash components each representing 50% of the consideration (which would have been $24.76 in cash and 0.1513 of a share of JLL common stock based on the closing trading price of JLL common stock on February 13, 2019) or (b) HFF would consider a revised offer with the cash portion increased by $1 per share.

On February 15, 2019, J.P. Morgan contacted representatives of Morgan Stanley to relay that JLL continued to review price, but requested that HFF submit a revised proposal including price terms and that JLL would provide additional feedback on that proposal, including with respect to the two options regarding price communicated by representatives of Morgan Stanley, as described above. In response, representatives of Morgan Stanley indicated that HFF would need to understand whether JLL was willing to raise their offer consistent with the revised terms communicated by representatives of Morgan Stanley on February 13, 2019, as described above.

54

Following such response, on February 16, 2019, Mr. Ulbrich called Mr. Gibson to discuss price and other terms. Mr. Ulbrich proposed a revised offer that each share of HFF common stock would receive (i) $24.63 in cash and (ii) 0.1505 of a share of JLL common stock, for an aggregate value of approximately $49.46 per share, using the closing price of JLL common stock on February 15, 2019 of $164.96 per share.

Following additional discussions with representatives of Morgan Stanley, Dechert and members of the HFF Executive Committee, as well as with Ms. McAneny, on February 17, 2019, Mr. Gibson directed representatives of Dechert to distribute a revised draft of the non-binding term sheet to counsel for JLL, Sidley Austin LLP (“Sidley Austin”). The updated proposal indicated that each share of HFF common stock would receive (i) $24.63 in cash and (ii) 0.1505 of a share of JLL common stock, which, using the closing price of JLL common stock on February 15, 2019 of $164.96, represented for an aggregate value of approximately $49.46 per share. The updated proposal further clarified the governance structures including the appointment of two directors to the JLL Board, the appointment of Mr. Gibson as co-chair of the JLL Global Capital Markets Board, and the appointment of various office heads and other positions throughout the JLL organization, consistent with the organizational charts discussed in October and November 2018. The updated proposal also inserted a bifurcated termination fee construct, which would obligate HFF to pay a termination fee of $25 million under certain circumstances if a merger agreement were terminated by HFF to accept a “superior proposal” received from a third party within 40 days of signing the merger agreement, and an increased termination fee of $50 million thereafter.

Following distribution of the term sheet, representatives of Sidley Austin held a call with representatives of Dechert to discuss bifurcated termination fee construct, as well as other changes reflected in the term sheet to be relayed to JLL.

On February 20, 2019, members of the HFF Board held a regularly scheduled meeting, at which time Mr. Gibson, representatives of Morgan Stanley and representatives of Dechert briefed the HFF Board on recent developments since the last HFF Board meeting.

On February 21, 2019, representatives of Dechert and Sidley Austin convened a conference call to discuss the bifurcated termination fee structure included in the February 17, 2019 term sheet. Sidley Austin proposed to eliminate the bifurcated termination fee and again rejected the concept of a “go shop” period, but offered to reduce the single-tier termination fee to 3% of the equity value of HFF in the transaction. Representatives of Dechert rejected the lower proposed termination on behalf of HFF and indicated that while they would convene further discussions with HFF senior management and the HFF Board, the proposed termination fees and bifurcated termination fee structure in the February 17, 2019 term sheet represented HFF’s proposed construct for any transaction between HFF and JLL.

On February 25, 2019, representatives of Dechert and Sidley Austin reconvened their conference call to discuss the bifurcated termination fee structure. Representatives of Sidley Austin again rejected any “go shop” provision or bifurcated termination fee construct, but proposed a reduced termination fee of 2.9% of the equity value of HFF in the transaction.

Following such calls, in the early morning on February 26, 2019, representatives of Sidley Austin distributed the first draft of a merger agreement to representatives of Dechert, along with a proposed exclusivity letter agreement.

On February 27, 2019, representatives of Dechert provided representatives of Sidley Austin with a form of employment agreement for HFF key employees, reflecting the retention terms provided at the request of JLL by Mr. Gibson on February 23, 2019 to Mr. Gates and Mr. Koster. Late that evening, representatives of Sidley Austin circulated a revised version of the term sheet, and requests that HFF sign and return an updated exclusivity letter agreement to JLL. The updated term sheet accepted the proposed pricing terms of (i) $24.63 per share in cash and (ii) 0.1505 of a share of JLL common stock, and removed remaining references to bifurcated termination fee, indicating that a single-tier termination fee would be payable under specified circumstances, in an amount of $60,030,000.

55

On March 2, 2019, the HFF Board held a meeting to discuss progress on the transaction to date, including updates on the negotiations of the proposed terms of the transaction. The HFF Board reviewed the material terms and was briefed on the requests from JLL for an exclusivity period in connection with negotiating the merger transaction. Following discussion, and in light of the agreement on price, the HFF Board determined that it would be in the best interests of the stockholders of HFF that HFF to enter into a mutual exclusivity arrangement with JLL for a limited time period, if such arrangements would be helpful to finalize the negotiation of the material definitive transaction documents.

Following the HFF Board meeting, HFF senior management authorized representatives of Dechert to distribute an updated version of the non-binding term sheet on March 4, 2019, containing final proposals in respect of the merger transaction. The revised term sheet accepted the agreed-upon price of (i) $24.63 per share in cash and (ii) 0.1505 of a share of JLL common stock. The revised term sheet further clarified that the termination fee would be set at 2.9% of the equity value of HFF in the transaction, as determined based on the closing price of HFF shares on the trading day immediately preceding execution of a definitive agreement. Finally, the term sheet clarified that Mr. Gibson and Mr. Thornton would not receive retention arrangements, but would agree to sign an employment agreement with a term of four years, while the other members of the HFF Executive Committee would receive their retention payments entirely in restricted stock units of JLL, subject to four-year ratable vesting. All other retention recipients would receive their retention awards 25% in cash, payable at the closing of a transaction and subject to claw-back if the employee terminated employment during the three years following the closing, and 75% in restricted stock units of JLL, subject to three-year ratable vesting.

On March 8, 2019, Mr. John Pelusi, former CEO and Vice Chair, and current Executive Managing Director, HFF, and a member of the HFF Executive Committee Council, received a phone call from an investment banker, who was involved with the initial public offering of HFF’s common stock and who indicated that he had placed a call in to Mark Gibson to catch up on the industry. During the conversation, the investment banker indicated that he was working on behalf of a global commercial real estate services firm (“Party A”) and was inquiring about making contact with Mr. Gibson to see if Mr. Gibson had an interest in meeting. Mr. Pelusi advised the investment banker that HFF would always be willing to meet interested parties. Mr. Pelusi told the investment banker that he would relay the investment banker’s message to Mr. Gibson. Immediately following the call with the investment banker, Mr. Pelusi called Mr. Gibson and relayed the above, as well as Mr. Pelusi’s intuition that the investment banker may have become aware of HFF’s discussions with JLL. Mr. Gibson in turn informed representatives of Morgan Stanley and Dechert of the call. Mr. Gibson then asked that Mr. Pelusi call the investment banker back and note that Mr. Gibson had no record of a call from the investment banker and ask that the investment banker reach out directly to Mr. Gibson to schedule a meeting. Mr. Pelusi called the investment banker, relaying the message from Mr. Gibson, and the investment banker noted that he would call Mr. Gibson directly. The investment banker then left a voicemail for Mr. Gibson, who was traveling at the time. Based on the advice of Morgan Stanley and Dechert, Mr. Gibson returned the call and expressed to the investment banker that HFF is always interested in entertaining proposals that would fit with HFF’s strategic goals and plans for growth. The investment banker noted that, the next time he was in Dallas, he would be interested in meeting with Mr. Gibson and Mr. Gibson noted that he would be open to such a meeting. No specific requests or inquiries were made by the banker representing Party A following such conversation with Mr. Gibson. Mr. Gibson relayed information about the inquiry to members of the HFF Board, but no further actions were taken by either representatives of Party A nor by HFF management or its representatives.

Early in the morning on March 9, 2019, representatives of Dechert provided a revised draft of the merger agreement to representatives of Sidley Austin, which focused in particular on changes to provide HFF greater certainty that any transaction would close (including as it related to closing conditions and obligations to obtain regulatory approvals).

On March 11, 2019, representatives of Dechert and Sidley Austin participated in a conference call to review changes in the March 9, 2019 revised merger agreement, focusing in particular on provisions affecting the certainty of closing.

56

On the morning of March 12, 2019, a representative of a global commercial real estate services and investment firm (“Party B”) contacted Mr. Gibson. The representative of Party B inquired as to whether HFF would be interested in having a conversation to follow up on certain informal conversations between representatives of HFF and representatives Party B over the past two years regarding various strategic initiatives, including general discussions regarding a potential business combination, involving HFF and Party B. Mr. Gibson indicated that he would be happy to entertain further conversations that would fit within HFF’s strategic goals and plans for growth, consistent with informal conversations that representatives of Party B and HFF had engaged in over the past two years. Such conversations between HFF and Party B had never reached a stage where any terms of a business combination transaction were discussed. Mr. Gibson also relayed information concerning this inquiry from Party B to members of the HFF Board.

After relaying information concerning the inquiries from Party A and Party B to the HFF Board and discussing such inquiries with Morgan Stanley, Dechert and other members of the HFF Executive Committee, Mr. Gibson agreed with Morgan Stanley and Dechert’s recommendation that Morgan Stanley contact the representatives of JLL to inform them of the inquiries received and that if JLL wished to proceed with the business combination transaction, JLL should meet HFF’s requested timing of entering into definitive agreements no later than March 18, 2019 and expect that definitive documentation might need to permit certain provisions permitting HFF to engage with bona fide, unsolicited offers received following the execution of definitive documentation in a form to be negotiated between Dechert and Sidley Austin. Later in the day on March 12, 2019, representatives of Morgan Stanley contacted J.P. Morgan to inform them that over the past four days, HFF had received two separate, unsolicited inquiries from unnamed parties and advised J.P. Morgan of the stipulations regarding timing and the definitive documentation, as described above.

Early in the morning of March 13, 2019, representatives of Sidley Austin distributed a revised draft of the merger agreement to representatives of Dechert. In addition to the revised draft, representatives of Sidley Austin again requested that HFF execute a letter agreement entering into exclusivity, which would have been effective through the targeted signing date of March 18, 2019, with certain automatic extension periods if the transaction had not been entered into. The distribution also included a draft of a voting agreement for the key HFF employees and the directors of HFF. Finally, the distribution also included a revised draft of the employment agreements and related required noncompetition arrangements for key HFF employees, which Dechert provided to Haynes and Boone LLP, counsel to the employees who were to receive the employment agreements, for review and negotiation on behalf of the employees being asked to enter into such arrangements.

Upon receipt of the exclusivity request and in light of the two recent inbound inquiries, senior management of HFF, in consultation with representatives of Dechert and Morgan Stanley, determined that HFF would not sign any exclusivity arrangement with JLL, and informally advised members of the HFF Board of their determination.

Following additional consultation with members of senior management of HFF, representatives of Dechert returned a revised draft of the merger agreement and voting agreement mid-day on March 14, 2019. The revisions again focused on providing HFF stockholders greater certainty that the transaction would close, including by revising the closing conditions and increasing the obligations of JLL to take actions to obtain regulatory approvals. Furthermore, the revised draft indicated that the single-tier termination fee proposal might need to be revised in light of the unsolicited inbound inquiries received by HFF over the past few days.

In addition, on March 14, 2019, representatives of Morgan Stanley provided Dechert with certain disclosures of Morgan Stanley regarding fees it had received or may in the future receive from HFF or JLL, and Morgan Stanley’s ownership of common equity of HFF, JLL and such affiliates, which was subsequently delivered to the board on March 18, 2019, prior to the execution of the merger agreement.

Additionally, on March 14 and March 15, 2019, while representatives of Dechert and Sidley Austin continued to negotiate terms of the merger agreement, Mr. Gibson, Mr. Thornton, Ms. Goodson, Mr. Gates, Mr. Koster and Mr. O’Brien met in Dallas, Texas to discuss additional open points concerning governance and employee retention arrangements.

57

On March 15, 2019, the HFF Board held a meeting to review the merger agreement and discuss the proposed transaction with representatives of Morgan Stanley and Dechert. Members of management discussed with the Board the inquiries from Party A and Party B, as well as the history of prior discussions with Party B. Representatives of Morgan Stanley presented their summary of negotiations to that point and discussed the recent trends in the trading prices of JLL and HFF common stock, including the decrease in the trading price of JLL common stock since February 13, 2019. Representatives of Dechert briefed the HFF Board on a summary of the terms of the merger agreement, with a focus on the open issues including the provisions regarding certainty of closing and level of efforts to obtain regulatory approval, as well as the HFF Board’s fiduciary duties in connection with the potential transaction with JLL. The HFF Board then discussed the principal open issues related to the termination fee structures in the merger agreement. Following discussion with representatives of Morgan Stanley and Dechert, the HFF Board agreed that a bifurcated termination fee, in the amounts of $27 million and $54 million, to permit an unsolicited bona fide offer to be considered by HFF immediately following the execution of the merger agreement and where HFF would be required to pay the reduced termination fee if such unsolicited offer was accepted by HFF, would be appropriate in light of the recent inquiries concerning HFF. Furthermore, the HFF Board reviewed the closing conditions in respect of antitrust approvals, and following consultation with representatives of Dechert and Morgan Stanley, determined that a meaningful and material reverse termination fee in the event the merger agreement was terminated due to antitrust issues was appropriate. Following this discussion, the HFF Board instructed HFF senior management and their advisors to make appropriate counterproposals to JLL including the foregoing. In reaching its determination, the HFF Board considered the fact that, based on feedback from HFF management and representatives of Morgan Stanley, it was unclear whether Party A or Party B were in a position to actually submit a proposal in respect of a business combination transaction, discussing in particular (a) the lack of any specific requests or inquiries, or any follow-up communications, from the banker representing Party A or from Party B, to date, (b) the judgment of HFF management that similar inquiries from Party B had been received in prior years but had never led to any further discussions or proposals and (c) given the considerable overlap between Party B’s capital markets division and HFF’s business, that it would be difficult for Party B to achieve the revenue synergies that could potentially be achieved in a business combination between HFF and JLL. In addition, the HFF Board discussed how long it would take Party A or Party B to submit a proposal, the extent of diligence either might require and whether following such diligence either would still be willing to proceed, and whether any proposal submitted by Party A or Party B, following such diligence, would be more attractive than the proposed transaction with JLL. The HFF Board further discussed the fact that the proposed transaction with JLL was, pending the resolution of the items discussed above, nearly completely negotiated and could be completed within a short period of time and it was unclear whether JLL would withdraw its proposal should HFF attempt to delay signing in order to allow Party A or Party B the time to submit proposals and, if Party A or Party B were serious, in view of the bifurcated termination fee, Party A and Party B would have the opportunity to make a superior proposal after HFF and JLL had entered into the merger agreement, with a reduced termination fee. Following the conclusion of the HFF Board meeting on March 15, 2019, representatives of Morgan Stanley relayed these terms to J.P. Morgan on behalf of the HFF Board.

Over the course of the day on March 16, 2019, representatives of Dechert, Sidley Austin, Morgan Stanley, J.P. Morgan, along with members of senior management of HFF and JLL, engaged in negotiations concerning the proposed reverse termination fee payable by JLL under specified circumstances and the bifurcated termination fee payable by HFF under certain other circumstances. Throughout the day, the parties engaged in negotiation to resolve such matters, and throughout the process, Mr. Gibson periodically provided updates to Ms. McAneny on behalf of the other members of the HFF Board to apprise them of progress with respect to open issues in the merger agreement. Late on March 16, 2019, JLL agreed to a bifurcated termination fee structure, whereby under certain specified circumstances, if HFF were to terminate the merger agreement within 45 days of execution, a termination fee of $27 million would be payable to JLL, roughly equal to 1.4% of the total equity value of HFF in the transaction, and in the event the merger agreement were terminated under certain circumstances thereafter, a termination fee of $54 million would be payable to JLL, roughly equal to 2.8% of the total equity value of HFF in the transaction. In addition, the parties agreed that (a) JLL would covenant to take all reasonable or necessary actions to obtain antitrust approval, provided that JLL would not have to take any

58

actions, that individually or in the aggregate, would be materially detrimental to the benefits of the transaction to JLL and its subsidiaries, taken as a whole and (b) if the transaction did not close for antitrust reasons, a reverse termination fee would be payable to HFF. Members of HFF and JLL senior management, along with their advisors, continued negotiation concerning the amount of the reverse termination fee payable to HFF, ultimately settling on $75 million following further discussions on March 17, 2019.

Throughout the course of the day on March 17, 2019, representatives of Dechert and Sidley Austin exchanged drafts of the respective disclosure letters and finalized ancillary arrangements. In addition, representatives of Haynes Boone and senior members of HFF management, in consultation with representatives of Sidley Austin and senior members of JLL management, negotiated the revised terms of the employment agreements and retention arrangements with certain specified employees of HFF, expecting that in excess of 50 HFF employees would enter into employment and non-competition arrangements as a condition to JLL’s execution of a merger agreement. In the late evening, representatives of Sidley Austin returned a revised draft of the merger agreement to representatives of Dechert.

Following review of the merger agreement and telephone calls with senior members of HFF management, representatives of Dechert returned a revised version of the merger agreement to representatives of Sidley Austin in the morning of March 18, 2019. Further discussions concerning the disclosure letters and revision of the agreed-upon terms in the merger agreement continued throughout the course of the day on March 18, 2019 and into the evening.

Later in the afternoon on March 18, 2019, the HFF Board convened a special telephonic meeting to discuss various matters related to the proposed Merger, including the appointment of Ms. McAneny to the JLL Board, and the agreed-upon terms concerning antitrust matters and the bifurcated termination fee. At the meeting, representatives of Morgan Stanley provided a briefing on the terms of the consideration to be paid, and representatives of Dechert briefed the HFF Board on the final resolution of open issues. The HFF Board further reviewed the likelihood or unlikelihood of a third party offering to acquire HFF at a value at or above the proposal from JLL and the potential opportunities and risks associated with rejecting JLL’s proposal and remaining a standalone entity or pursuing other strategic alternatives or discussions with other third parties at that time, taking into account the views of HFF management and representatives of Morgan Stanley. Representatives of Morgan Stanley then reviewed with the HFF Board Morgan Stanley’s financial analysis summarized in the section entitled “The Merger—Opinion of HFF’s Financial Advisor” beginning on page 67. and at the request of the HFF Board, representatives of Morgan Stanley delivered the oral opinion of Morgan Stanley, subsequently confirmed by delivery of its written opinion, dated March 18, 2019, to the HFF Board that, as of March 18, 2019 and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken by Morgan Stanley as set forth in such opinion, the Merger Consideration to be received by the holders of the HFF Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of the HFF Common Stock. Following discussion of considerations related to the proposed Merger, members of HFF’s senior management then indicated that it was the recommendation of HFF’s management that the HFF Board approve the Merger Agreement and the consummation of the transactions contemplated thereby. Following discussion, the HFF Board unanimously adopted resolutions approving the Merger Agreement and the consummation of the transactions contemplated thereby and resolved to recommend that the HFF stockholders vote “FOR” the Merger Agreement proposal.

Also on March 18, 2019, the JLL Board unanimously approved the Merger Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other transactions, and determined that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other transactions were in the best interests of JLL and its stockholders.

In connection with such approvals by the HFF Board and the JLL Board, which occurred after the closing of trading on the US stock markets on March 18, 2019, members of HFF senior management and representatives of Dechert and Morgan Stanley worked with members of JLL senior management and representatives of Sidley

59

Austin and J.P. Morgan to finalize the Merger Agreement, including the employee benefits covenant and related remaining open items.

Later on March 18, 2019, each member of the HFF Board and the specified key employees executed and delivered their respective voting agreements. In addition, each of the specified members of HFF management (totaling 52 employees), on the one hand, and an affiliate of JLL, on the other hand, executed and delivered each of such HFF employees’ retention and employment agreements (including separate non-competition agreements), following final negotiations with representatives of Haynes Boone and Sidley Austin.

Each of HFF, JLL, Merger Sub and Merger LLC then executed and delivered the Merger Agreement. Shortly thereafter on March 19, 2019, HFF and JLL issued a joint press release announcing the execution and delivery of the Merger Agreement.

The JLL Board’s Reasons for the Merger

After careful consideration, on March 18, 2019, the JLL Board unanimously adopted resolutions approving the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement.

In reaching its decision to approve the Merger Agreement and the consummation of the transactions contemplated thereby, the JLL Board consulted with the members of JLL’s senior management, as well as JLL’s financial and legal advisors, and considered a number of factors, including the following material factors (not necessarily in order of relative importance):

Strategic Considerations. The JLL Board considered that the Merger is expected to provide a number of significant strategic opportunities, including the following:

Financial Considerations. The JLL Board considered that the Merger is expected to provide a number of significant financial opportunities for JLL stockholders and the combined company, including the following:

60

Other Factors Considered by the JLL Board. In addition to considering the strategic and financial opportunities described above, the JLL Board considered the following additional factors, which it viewed as supporting and informing its decision to approve the Merger Agreement and the consummation of the transactions contemplated thereby:

61

The JLL Board also considered a number of uncertainties and risks in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

The JLL Board determined that, overall, these potential risks and uncertainties were outweighed by the benefits that the JLL Board expects to achieve for JLL stockholders as a result of the Merger. The JLL Board was aware that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

This discussion of the information and factors considered by the JLL Board includes material factors considered by the JLL Board, but it is not intended to be exhaustive and may not include all factors considered by the JLL Board. In view of the wide variety of factors considered, and the complexity of these matters, the JLL Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Rather, the JLL Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, JLL’s management and its financial and legal advisors. In addition, individual members of the JLL Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the JLL Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 1.

62

Recommendation of the HFF Board and Its Reasons for the Merger

After consideration, the HFF Board unanimously determined that the Merger Agreement, and the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interests of HFF and its stockholders, and approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The HFF Board unanimously recommends that HFF stockholders vote “FOR” the merger proposal.

In reaching its decision to approve the Merger Agreement and the consummation of the transactions contemplated thereby and recommend the approval of the merger proposal, the HFF Board consulted with the members of the HFF Executive Committee and HFF’s Executive Council Committee, as well as HFF’s financial and legal advisors, and considered a number of factors, including the following material factors (not necessarily in order of relative importance):

Strategic Considerations. The HFF Board considered that the Merger is expected to provide a number of significant strategic opportunities, including the following:

63

Other Factors Considered by the HFF Board. In addition to considering the strategic opportunities described above, the HFF Board considered the following additional factors, most of which it viewed as supporting and informing its decision to approve the Merger Agreement and the consummation of the transactions contemplated thereby and recommend the approval of the merger proposal:

64

The HFF Board also considered a number of uncertainties and risks in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

65

The HFF Board determined that overall these potential risks and uncertainties were outweighed by the benefits that the HFF Board expects to achieve for HFF stockholders as a result of the Merger. The HFF Board was aware that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

In considering the recommendation of the HFF Board, HFF stockholders should be aware that certain directors and officers of HFF may have interests in the Merger that are different from, or in addition to, interests of stockholders of HFF generally and may create potential conflicts of interest. The HFF Board was aware of these interests and considered them when evaluating and negotiating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and in recommending to HFF’s stockholders that they vote in favor of the merger proposal. See the section entitled “—Interests of HFF’s Directors and Executive Officers in the Merger” beginning on page 82.

This discussion of the information and factors considered by the HFF Board includes the material factors considered by the HFF Board, but it is not intended to be exhaustive and may not include all factors considered by the HFF Board. In view of the wide variety of factors considered, and the complexity of these matters, the HFF Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Rather, the HFF Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, HFF’s management and its financial and legal advisors. In addition, individual members of the HFF Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the HFF Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 1.

66

After consideration and evaluation of the Merger in consultation with HFF management and advisors, the HFF Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interest of the HFF stockholders and unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

For the reasons set forth above, the HFF Board unanimously recommends that the HFF stockholders vote “FOR” the merger proposal.

Opinion of HFF’s Financial Advisor

The HFF Board retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the Mergers. The HFF Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, and its knowledge of HFF’s business and affairs. As part of this engagement, the HFF Board requested that Morgan Stanley evaluate the fairness from a financial point of view of the Merger Consideration to be received by the holders of the HFF common stock pursuant to the Merger Agreement. On March 18, 2019, at a meeting of the HFF Board, Morgan Stanley rendered to the HFF Board its oral opinion, which was subsequently confirmed in writing by delivery of a written opinion to the HFF Board, dated March 18, 2019, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration to be received by the holders of the HFF common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of the HFF common stock.

The full text of the written opinion of Morgan Stanley, dated March 18, 2019, is attached to this proxy statement/prospectus as Annex C and is hereby incorporated by reference into this proxy statement/prospectus in its entirety. The opinion sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion of Morgan Stanley in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Morgan Stanley’s opinion and this section summarizing Morgan Stanley’s opinion carefully and in their entirety. Morgan Stanley’s opinion was directed to the HFF Board, in its capacity as such, and addressed only the fairness from a financial point of view of the Merger Consideration to be received by the holders of the HFF common stock pursuant to the Merger Agreement, as of the date of the opinion, and does not address any other aspects or implications of the Mergers. It was not intended to, and does not, constitute advice or a recommendation as to how any stockholder of HFF or JLL should act or vote in connection with any of the transactions contemplated by the Merger Agreement.

In connection with rendering its opinion, Morgan Stanley, among other things:

67

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by HFF and JLL, and formed a substantial basis for its opinion. With respect to the financial projections for HFF and information relating to certain strategic, financial and operational benefits anticipated from the Mergers from HFF and JLL, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of HFF and JLL of the future financial performance of HFF and JLL. With the HFF Board’s consent, Morgan Stanley’s analysis relating to the business and financial prospects for JLL for purposes of its opinion was made on the basis of JLL Street Forecasts only. Morgan Stanley was advised by HFF, and assumed, with HFF’s consent, that JLL Street Forecasts were a reasonable basis upon which to evaluate the business and financial prospects of JLL. Morgan Stanley expressed no view as to JLL Street Forecasts or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Mergers would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Mergers would be treated as a tax-free reorganization, pursuant to the Code, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley also assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Mergers, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Mergers. Morgan Stanley relied upon, without independent verification, the assessment by the managements of HFF and JLL of: (i) the strategic, financial and other benefits expected to result from the Mergers; (ii) the timing and risks associated with the integration of HFF and JLL; (iii) their ability to retain key employees of HFF and JLL, respectively; and (iv) the validity of, and risks associated with, HFF and JLL’s existing and future technologies, intellectual property, products, services and business models. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of JLL and HFF and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of HFF’s officers, directors or employees, or any class of such

68

persons, relative to the Merger Consideration to be received by the holders of shares of the HFF common stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of HFF or JLL, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market, tax and other conditions as in effect on, and the information made available to Morgan Stanley as of March 18, 2019. Events occurring after March 18, 2019 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving HFF, nor did Morgan Stanley negotiate with any of the parties, other than JLL, which expressed interest to Morgan Stanley in the possible acquisition of HFF or certain of its constituent businesses.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its opinion letter to the HFF Board dated March 18, 2019. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses.

Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley used and relied upon, with respect to HFF, certain financial projections for 2019 provided by the management of HFF (which we refer to as the “HFF Management Projections”), as described in greater detail in the section of this proxy statement/prospectus entitled “Certain Unaudited Prospective Financial Information” beginning on page 164, as well as certain publicly available Wall Street research containing financing projections relating to HFF (which we refer to as the “HFF Street Forecasts”). With respect to JLL, as described above, with the HFF Board’s consent, Morgan Stanley’s analysis was made on the basis of JLL Street Forecasts only.

Comparable Companies Analysis

Morgan Stanley performed a comparable company analysis on each of HFF and JLL, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded.

69

HFF Analysis

Morgan Stanley reviewed and compared certain financial estimates for HFF with comparable publicly available consensus equity analyst research estimates for certain selected companies that share similar business characteristics and operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, business lines, market capitalizations, profitability, scale and/or other operating characteristics that Morgan Stanley determined, upon the application of its professional judgment and experience, to be similar to HFF (we refer to these companies as the “HFF comparable companies”). A list of the selected HFF comparable companies and a summary of Morgan Stanley’s analysis is provided below:

For purposes of this analysis, Morgan Stanley calculated and analyzed: (i) the ratio of aggregate value (“AV”), which Morgan Stanley defined as fully-diluted market capitalization plus consolidated and company’s share of unconsolidated debt, plus non-controlling interest, plus preferred securities at liquidation preference, less cash and cash equivalents, to estimated adjusted EBITDA as set forth in the HFF financial projections provided on page 162 (i.e., net income excluding net interest expense, income tax expense and certain other non-cash and non-recurring items, principally depreciation, amortization and company-specific add-backs) for calendar years 2019 and 2020; and (ii) estimated price to earnings (i.e., the ratio of the stock price to estimated earnings per share) for calendar years 2019 and 2020 (“P/E”), in each case, for each of the HFF comparable companies based on their closing share prices on March 15, 2019 (the date of Morgan Stanley’s valuation analysis of HFF) and publicly available financial information compiled by equity research analysts for comparison purposes.

Based on its analysis of the relevant metrics for each of the HFF comparable companies and the historical ranges of HFF for each metric relative to the HFF comparable companies, and upon the application of its professional judgment and experience, Morgan Stanley derived reference ranges of adjusted EBITDA and price to earnings multiples and applied these ranges of multiples to the estimated relevant metric for HFF, utilizing the HFF Management Projections and the HFF Street Forecasts. The following table reflects the results of this analysis:

70

Based on this analysis, Morgan Stanley derived the following selected implied per share equity value reference range for HFF based on the average of the low end and the average of the high end of the implied per share equity value reference range for each metric set forth above. This analysis indicated an implied per share equity value reference range for the HFF common stock of $36.46 to $44.69 (as compared to the estimated Merger Consideration of $49.03 (based on the closing price of JLL common stock on March 15, 2019)).

JLL Analysis

Similarly, Morgan Stanley reviewed and compared certain financial estimates for JLL with comparable publicly available consensus equity analyst research estimates for certain selected companies that share similar business characteristics and operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, business lines, market capitalizations, profitability, scale and/or other operating characteristics that Morgan Stanley determined, upon the application of its professional judgment and experience, to be similar to JLL (we refer to these companies as the “JLL comparable companies”). A list of the selected JLL comparable companies and a summary of Morgan Stanley’s analysis is provided below:

For purposes of this analysis, Morgan Stanley calculated and analyzed: (i) the ratio of AV to estimated Adjusted EBITDA for calendar years 2019 and 2020; and (ii) estimated price to earnings for calendar years 2019 and 2020, in each case, for each of the JLL comparable companies based on their closing share prices on March 15, 2019 (the date of Morgan Stanley’s valuation analysis of JLL) and publicly available financial information compiled by equity research analysts for comparison purposes.

Based on its analysis of the relevant metrics for each of the JLL comparable companies and the historical ranges of JLL for each metric relative to the JLL comparable companies, and upon the application of its professional judgment and experience, Morgan Stanley derived a reference range of EBITDA and price to earnings multiples and applied these ranges of multiples to the estimated relevant metric for JLL, utilizing the JLL Street Forecasts. The following table reflects the results of this analysis:

71

Based on this analysis, Morgan Stanley derived the following selected implied per share equity value reference range for JLL based on the average of the low end and an average of the high end of the implied per share equity value reference range for each metric set forth above. This analysis indicated an implied per share equity value reference range for the JLL common stock of $153.51 to $192.56 (as compared to the closing price of the JLL common stock on March 15, 2019 of $162.11).

No company utilized in the comparable company analysis is identical to HFF or JLL. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond HFF’s or JLL’s control. These include, among other things, the impact of competition on HFF, JLL and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of HFF, JLL or the industry, or in the financial markets in general.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis on each of HFF and JLL, which provides an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of the company. Morgan Stanley calculated a range of per share equity values as of March 15, 2019 for each of HFF and JLL. Morgan Stanley used estimates from the HFF Management Projections, the HFF Street Forecasts and the JLL Street Forecasts for purposes of its discounted cash flow analysis, as more fully described below.

HFF Analysis

Morgan Stanley performed this analysis on the estimated future cash flows contained in the forecasts representing the HFF Management Projections and the HFF Street Forecasts. Morgan Stanley first calculated the estimated unlevered free cash flows of HFF, defined with respect to HFF as adjusted earnings before interest, taxes, depreciation and amortization, including the initial recording of mortgage service rights (or MSRs) (or adjusted EBITDA as set forth in the HFF financial projections provided on page 162), less stock-based compensation expense, taxes and capital expenditures. The estimate of unlevered free cash flow for 2019 was based on the HFF Management Projections. The estimates of unlevered free cash flow for fiscal years 2020 through 2023 were extrapolations based on the HFF Management Projections and the HFF Street Forecasts, applying a range of growth rates of 2.3% to 3% (based on certain publicly available Wall Street research).

Morgan Stanley calculated a range of implied terminal enterprise values of HFF as of December 31, 2023 by applying a range of implied exit multiples of 7.3x to 9.3x to the forecasted adjusted EBITDA of HFF for the twelve months ending December 31, 2024. The range of multiples was selected, based on Morgan Stanley’s professional judgment and experience with respect to valuations of these types of businesses, using the 5-year historical average multiple of HFF’s AV to next twelve (12) months (“NTM”) EBITDA.

Morgan Stanley discounted the estimated unlevered free cash flows and range of estimated terminal values derived from these calculations to present value as of June 30, 2019 (the estimated closing date of the Mergers for purposes of Morgan Stanley’s analysis) using a range of discount rates from 7.5% to 9.5%, which were selected based on Morgan Stanley’s professional judgment to reflect an estimate of HFF’s weighted average cost of capital. The weighted average cost of capital was determined utilizing the capital asset pricing model to calculate HFF’s cost of equity and utilizing HFF’s current weighted average interest rate on its current indebtedness to calculate HFF’s cost of debt. Morgan Stanley then added the cash and deducted the outstanding debt, non-controlling interest and the present value of future payments under the Tax Receivable Agreement (in each case, estimated as at June 30, 2019) to the value of the discounted unlevered free cash flow and terminal value to derive the implied equity value.

This analysis indicated an implied per share equity value reference range for the HFF common stock of $38.56-$47.89 (as compared to the estimated Merger Consideration of $49.03 (based on the closing price of the JLL common stock on March 15, 2019)).

72

JLL Analysis

Similarly, Morgan Stanley performed this analysis on the estimated future cash flows contained in the forecasts representing the JLL Street Forecasts. Morgan Stanley first calculated the estimated unlevered free cash flows of JLL, defined with respect to JLL as adjusted EBITDA, less taxes and capital expenditures. The estimates of unlevered free cash flow for fiscal years 2019 through 2023 were extrapolations based on the JLL Street Forecasts, applying a range of growth rates of 5.9% to 9.0% (based on the JLL Street Forecasts), with the consent of HFF management.

Morgan Stanley calculated a range of implied terminal enterprise values of JLL as of December 31, 2023 by applying a range of implied exit multiples of 8.6x to 10.6x to the forecasted adjusted EBITDA of JLL for the twelve months ending December 31, 2024. The range of capitalization rates was selected, based on Morgan Stanley’s professional judgment and experience with respect to valuations of these types of businesses, using the 5-year historical average multiple of JLL’s AV to NTM EBITDA.

Morgan Stanley discounted the estimated unlevered free cash flows and range of estimated terminal values derived from these calculations to present value as of June 30, 2019 (the estimated closing date of the Mergers for purposes of Morgan Stanley’s analysis) at a range of discount rates from 6.7% to 8.4%, which were selected based on Morgan Stanley’s professional judgment, to reflect JLL’s weighted average cost of capital. The weighted average cost of capital was determined utilizing the capital asset pricing model to calculate JLL’s cost of equity and utilizing JLL’s current weighted average interest rate on its current indebtedness to calculate JLL’s cost of debt. Morgan Stanley then added the cash and deducted the outstanding debt and non-controlling interest (in each case, estimated as at June 30, 2019) to the value of the discounted unlevered free cash flow and terminal value to derive the implied equity value.

This analysis indicated an implied per share equity value reference range for the JLL common stock of $204.10 to $259.86 (as compared to the closing price of the JLL common stock on March 15, 2019 of $162.11).

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis on HFF, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions.

Precedent Premiums Paid Analysis

Using publicly available information, Morgan Stanley reviewed the terms of selected public company precedent transactions announced between January 1, 2000 to March 15, 2019, in which the targets were real estate services companies. All transactions that Morgan Stanley found that satisfied the foregoing criteria were included in the premiums paid analysis.

Selected Precedent Transactions