Los Angeles, CA—March 7, 2011 — CB Richard Ellis Group, Inc. (NYSE:CBG) today announced that it has raised $800 million of new term loans under its credit agreement to finance the acquisition of the real estate investment management businesses it is acquiring from Netherlands-based ING Group N.V.
As previously announced, CB Richard Ellis has entered into definitive agreements to acquire substantially all of the ING Real Estate Investment Management (ING REIM) operations in Europe and Asia, as well as Clarion Real Estate Securities (CRES), its U.S.-based global real estate listed securities business, for $940 million in cash as well as co-investment interests in certain funds managed by ING REIM. The Company also expects to incur transaction costs relating to the acquisitions of approximately $150 million (pre tax), including financing, retention and integration costs.
The Company received commitments from lenders to fund $400 million of delayed-draw, seven-year senior secured term loans under a new Tranche C Facility and $400 million of delayed-draw, eight and one-half year senior secured term loans under a new Tranche D Facility. The interest rate for the Tranche C loan is 325 basis points over LIBOR or approximately 3.5% (with 30-day LIBOR at approximately 0.25%) while the interest rate for the Tranche D loan is 350 basis points over LIBOR or approximately 3.75% currently. Both tranches are subject to a 0.50% upfront fee and neither tranche carries a LIBOR floor.
CB Richard Ellis and its lenders also agreed to amendments to its credit agreement that provide the Company with additional flexibility including:
- permitting additional wholly-owned subsidiaries of the Company to be borrowers of the new term loans
- adding an exception to the investment covenant relating to the acquisition, and
- maintaining the availability of the incremental facility under the credit agreement at $800 million
CB Richard Ellis plans to use cash on hand and these new borrowings to finance the acquisitions. Later in the year, subject to market conditions, CB Richard Ellis may pre-pay a portion of the loans under its secured credit facility. Following the completion of the acquisitions, CB Richard Ellis’ net debt is expected to be less than 2.25x EBITDA, as calculated under its secured credit facility, well within its 3.75x maximum allowable covenant leverage ratio.
“We are very pleased that our financing for the ING REIM acquisition is now in place and that we continue to have substantial flexibility and capacity to take advantage of other opportunities in a recovering commercial real estate market,” said Brett White, chief executive officer of CB Richard Ellis.
As of December 31, 2010, the assets under management1 in the ING REIM portfolio CB Richard Ellis is acquiring totaled approximately $59.8 billion. CBRE Investors’ assets under management1 totaled $37.6 billion as of December 31, 2010.
The financing was led by Credit Suisse AG and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Credit Suisse acted as Administrative Agent and Collateral Agent. The Royal Bank of Scotland Plc and HSBC Bank USA, National Association acted as syndication agents. Wells Fargo Bank, N.A. and Barclays Bank Plc acted as documentation agents.
About CB Richard Ellis
CB Richard Ellis Group, Inc. (NYSE:CBG), a Fortune 500 and S&P 500 company headquartered in Los Angeles, is the world’s largest commercial real estate services firm (in terms of 2010 revenue). The Company has approximately 31,000 employees (excluding affiliates), and serves real estate owners, investors and occupiers through more than 300 offices (excluding affiliates) worldwide. CB Richard Ellis offers strategic advice and execution for property sales and leasing; corporate services; property, facilities and project management; mortgage banking; appraisal and valuation; development services; investment management; and research and consulting. Please visit our Web site at www.cbre.com.
1 Assets under management (AUM) generally refers to the properties and other assets with respect to which an asset manager provides (or participates in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, securities portfolios and investments in operating companies and joint ventures. The methodologies used by the ING REIM business units and CBRE Investors to determine their respective AUM are not the same and, accordingly, the reported AUM of ING REIM would be different if calculated using a methodology consistent with that of CBRE Investors’ methodology. To the extent applicable, ING REIM’s reported AUM was converted from Euros to U.S. dollars using an exchange rate of $1.3379 per €1.
“Safe Harbor” Statement Under the U.S. Private Securities Litigation Reform Act of 1995:
Certain of the statements in this release regarding the financing up to $800 million and the acquisition of the majority of the real estate investment management business (ING REIM) of ING Group NV that do not concern purely historical data are forward-looking statements within the meaning of the ''safe harbor'' provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including, but not limited to, the actual drawdown of up to $800 million, possible prepayments of loans under the Company’s credit facility, the Company’s expected net debt, and the successful completion of the acquisition, as well as other risks and uncertainties discussed in CB Richard Ellis’ filings with the U.S. Securities and Exchange Commission (SEC). Any forward-looking statements speak only as of the date of this release and, except to the extent required by applicable securities laws, CB Richard Ellis expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If CB Richard Ellis does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to CB Richard Ellis’ business in general, please refer to the Company’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Such filings are available publicly and may be obtained off the Company's website at www.cbre.com or upon request from the CB Richard Ellis Investor Relations Department at firstname.lastname@example.org.