[8-K] Cushman & Wakefield Ltd. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cushman & Wakefield Ltd. amended its Credit Agreement to refinance and extend a major term loan while partially redeeming near-term bonds. The company upsized its amended term loan tranche by $353 million to $1.2 billion, cut the margin on these borrowings from Term SOFR plus 2.75% to Term SOFR plus 2.25%, and extended the maturity to 2033. A separate $840 million term loan tranche remains unchanged. Using incremental term loan proceeds, the company completed a $350 million partial redemption of its 6.75% Senior Secured Notes due May 2028, leaving $200 million outstanding. Management describes this as improving the debt maturity profile and lowering interest costs while keeping overall gross debt roughly stable.
Positive
- None.
Negative
- None.
Insights
Cushman & Wakefield refinances into longer, cheaper term debt and redeems part of its 2028 notes while holding gross debt steady.
Cushman & Wakefield amended its Credit Agreement to upsize a term loan tranche to $1.2 billion, reduce the margin by 50 basis points and extend its maturity to 2033. Another $840 million tranche is unchanged, so the overall facility remains sizable.
The company then used $350 million of incremental term loan proceeds to redeem part of its 6.75% Senior Secured Notes due May 2028, leaving $200 million outstanding. This shifts debt from higher-coupon, nearer-term notes into longer-dated, lower-margin bank debt, consistent with management’s description of optimizing the capital structure.
Net leverage is described as largely unchanged, so the main effects are interest expense and maturity timing rather than balance-sheet size. Future filings may quantify the interest savings, which will depend on actual Term SOFR levels over time.
8-K Event Classification
5 items: 1.01, 2.03, 7.01, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2026
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On June 12, 2026 (the “Effective Date”), Cushman & Wakefield U.S. Borrower, LLC (the “Borrower”) and DTZ UK Guarantor Limited (“U.K. Guarantor”), each a subsidiary of Cushman & Wakefield Ltd. (the “Company”) amended (the “Amendment”) the Credit Agreement between the Borrower, U.K. Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto (the “Existing Credit Agreement” and the Existing Credit Agreement as amended, the “Credit Agreement”) which, among other things, (i) amended certain pricing terms with respect to approximately $848 million aggregate principal amount of outstanding borrowings under the senior secured term loan facility (such term loans as so amended, the “2026-1 Term Loans”), (ii) extended the maturity date of the 2026-1 Term Loans to 2033 and (iii) upsized the principal amount of 2026-1 Term Loans by approximately $353 million. The pricing and maturity of the remaining approximately $840 million aggregate principal amount of outstanding borrowings under the term loan facility (the “2025-3 Term Loans”) provided by the Existing Credit Agreement remain unchanged in all respects.
After giving effect to the Amendment, (i) the 2026-1 Term Loans bear a variable rate of interest, at the Borrower’s option, equal to either: (a) Term SOFR, plus an applicable margin of 2.25% per annum, or (b) the Base Rate, plus an applicable margin of 1.25% per annum, and (ii) the maturity date of the 2026-1 Term Loans was extended to the date that is seven years from the Effective Date. The Amendment also reset the “soft call” premium of 1.00% for certain repricing transactions with respect to the 2026-1 Term Loans that occur within the six-month period after the Effective Date.
The Credit Agreement (i) has the same guarantees and collateral as immediately prior to the Amendment, and (ii) included representations and warranties, affirmative and negative covenants, events of default and other material terms applicable to the 2025-3 Term Loans and the 2026-1 Term Loans that are substantially the same as such terms as in effect immediately prior to the Amendment.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to the Current Report on Form 8-K and incorporated by reference herein. Capitalized terms used in this Item 1.01 and not otherwise defined in the Current Report on Form 8-K shall have the respective meanings ascribed to them in the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth above under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 2.03 of the Current Report on Form 8-K.
Item 7.01 Regulation FD.
On June 15, 2026, the Company issued a press release announcing the Amendment and the completion of the Partial Redemption (as defined below in Item 8.01). A copy of this press release is furnished as Exhibit 99.1 to the Current Report on Form 8-K. The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On June 15, 2026, the Borrower completed the partial redemption (the “Partial Redemption”) of $350 million of the aggregate principal amount of the Issuer’s outstanding 6.750% Senior Secured Notes due May 2028 (CUSIP 23166MAA1; U1272MAA5) (the “2028 Notes”). Following the Partial Redemption, $200 million aggregate principal amount of the 2028 Notes remains outstanding.
Capitalized terms used in this Item 8.01 and not otherwise defined in the Current Report on Form 8-K shall have the respective meanings ascribed to them in the Indenture governing the 2028 Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
10.1 | Amendment No. 14 to the Credit Agreement, dated as of June 12, 2026, among Cushman & Wakefield U.S. Borrower, LLC (f/k/a DTZ U.S. Borrower, LLC), DTZ UK Guarantor Limited, JPMorgan Chase Bank, N.A. as administrative agent, other Lenders party thereto, and, solely for purposes of Section 2.05 thereof, the subsidiary guarantors party thereto. | ||||
99.1* | Press release dated June 15, 2026. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CUSHMAN & WAKEFIELD LTD. | ||||||||
| Date: June 15, 2026 | ||||||||
/s/ Neil Johnston | ||||||||
Neil Johnston | ||||||||
Executive Vice President, Chief Financial Officer | ||||||||
Exhibit 99.1
For Immediate Release
Cushman & Wakefield Successfully Executes Strategic Term Loan Extension and Accelerates Balance Sheet Optimization Through Partial Redemption of Senior Secured Notes Due 2028
NEW YORK (BUSINESS WIRE), June 15, 2026 – Cushman & Wakefield (NYSE: CWK) (“Company”) announced today the successful amendment of the Company’s Credit Agreement (“Amendment”), marking an important milestone in its ongoing capital structure optimization.
Driven by strong investor demand, the Company upsized the amended term loan tranche by $353 million, bringing the total principal amount of that tranche to $1.2 billion. The Amendment delivers a meaningful 50 basis point reduction in pricing—from Term SOFR plus 2.75% to Term SOFR plus 2.25%—while extending the maturity to 2033. The pricing and maturity of the remaining $840 million of outstanding term loan borrowings under the Credit Agreement are unchanged.
The incremental proceeds from the upsized term loan tranche were used to fund a $350 million partial redemption of the Company’s outstanding 6.75% Senior Secured Notes due May 2028 (“2028 Notes”). As a result, Cushman & Wakefield strategically refinanced a portion of its nearer-term debt with longer-dated borrowings at more attractive pricing, while leaving gross debt substantially unchanged. The 2028 Notes were redeemed at par, plus accrued and unpaid interest up to the redemption date, highlighting Cushman & Wakefield’s disciplined approach to liability management and focus on reducing its cost of capital. Following the partial redemption, $200 million of the 2028 Notes remains outstanding.
“This transaction represents another strategic and disciplined step in the continued optimization of our capital structure,” said Neil Johnston, Executive Vice President and Chief Financial Officer of Cushman & Wakefield. “By upsizing our amended term loan and using the proceeds to reduce our 2028 Notes, we meaningfully improved our debt maturity profile, and lowered pricing on a significant portion of our borrowings while keeping overall leverage unchanged. We are pleased to have achieved the lowest borrowing margin on our term loan since becoming a public company in 2018, which reflects the strength of our business, the progress we have made and the confidence lenders continue to place in Cushman & Wakefield.”
Johnston added, “We appreciate the strong support of our lending partners and their continued confidence in our strategy. We remain focused on disciplined execution, proactive capital management and delivering sustainable value for our stakeholders.”
About Cushman & Wakefield
Cushman & Wakefield (NYSE: CWK) is a leading global commercial real estate services firm for occupiers and investors with approximately 53,000 employees in over 350 offices and nearly 60 countries. In 2025, the firm reported revenue of $10.3 billion across its core service lines of Services, Leasing, Capital markets, and Valuation and other. Built around the belief that Better never settles, the firm receives numerous industry and business accolades for its award-winning culture. For additional information, visit www.cushmanwakefield.com.
Cautionary Note Regarding Forward-Looking Statements
The release contains forward-looking statements, which rely on a number of estimates, projections and assumptions concerning future events. Such statements are also subject to a number of uncertainties and factors outside the control of the Company. Such factors include, but are not limited to, uncertainty regarding and
changes in global economic or market conditions and changes in government policies, laws, regulations and practices. Should any of the Company’s estimates, projections and assumptions or these other uncertainties and factors materialize in ways that it did not expect, there is no guarantee of future performance and the actual results could differ materially from the forward-looking statements in this release. While the Company believes the assumptions underlying these forward-looking statements are reasonable under current circumstances, recipients should bear in mind that such assumptions are inherently uncertain and subjective and that past or projected performance is not necessarily indicative of future results. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this release, and nothing shall be relied upon as a promise or representation as to the performance of any investment. You are cautioned not to place undue reliance on such forward-looking statements or other information in this release and should rely on your own assessment of an investment or a transaction. Any estimates or projections as to events that may occur in the future are based upon the best and current judgment of the Company as actual results may vary from the projections and such variations may be material. Any forward-looking statements speak only as of the date of this release and, except to the extent required by applicable securities laws, the Company expressly disclaims any obligation to publicly update or revise any of them, whether as a result of new information, future events or otherwise. Additional information concerning factors that may influence the Company’s results is discussed under “Risk Factors” in Part I Item 1A of its most recently filed Annual Report on Form 10-K and in its other periodic reports filed with the SEC.
MEDIA CONTACT:
Aixa Velez
Corporate Communications
+1 312 424 8195
aixa.velez@cushwake.com
Corporate Communications
+1 312 424 8195
aixa.velez@cushwake.com
FAQ
What did Cushman & Wakefield (CWK) change in its term loan in June 2026?
Cushman & Wakefield amended a term loan tranche, upsizing it by $353 million to $1.2 billion, cutting pricing from Term SOFR plus 2.75% to Term SOFR plus 2.25%, and extending the maturity to 2033 while leaving another $840 million tranche unchanged.
How did Cushman & Wakefield (CWK) use proceeds from the upsized term loan?
The company used incremental proceeds from the upsized term loan to fund a $350 million partial redemption of its 6.75% Senior Secured Notes due May 2028, reducing those notes from $550 million to $200 million outstanding and reallocating debt toward longer-dated bank financing.
What is the impact of the amendment on Cushman & Wakefield’s debt maturity profile?
By extending the amended term loan’s maturity to 2033 and redeeming $350 million of notes due May 2028, Cushman & Wakefield pushed a portion of its debt stack further out. Management characterizes this as meaningfully improving its overall debt maturity profile without increasing gross leverage.
How much of Cushman & Wakefield’s 6.75% Senior Secured Notes due 2028 remain after the partial redemption?
Following the partial redemption, $200 million aggregate principal amount of Cushman & Wakefield’s 6.75% Senior Secured Notes due May 2028 remains outstanding, down from the portion redeemed with $350 million funded by the amended term loan proceeds.
What interest rate options apply to Cushman & Wakefield’s amended 2026-1 Term Loans?
After the amendment, the 2026-1 Term Loans bear a variable rate equal to either Term SOFR plus a 2.25% margin or the Base Rate plus a 1.25% margin, at the borrower’s option, replacing the prior Term SOFR plus 2.75% pricing on this tranche.
How large is Cushman & Wakefield’s business based on recent revenue?
In 2025, Cushman & Wakefield reported $10.3 billion in revenue across its core service lines, including Services, Leasing, Capital markets, and Valuation and other, underscoring the scale of its global commercial real estate services operations in nearly 60 countries.