CBRE GROUP, INC. — Capital/Financing Update 2010

Apr 2, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2010

CB RICHARD ELLIS GROUP, INC.

(Exact Name of Registrant as specified in its charter)

Delaware	001-32205	94-3391143
(State
or other Jurisdiction of
Incorporation)	(Commission
File Number)	(I.R.S.
Employer Identification
No.)

| 11150
Santa Monica Boulevard, Suite 1600, Los
Angeles, California | 90025 |
| --- | --- |
| (Address
of principal executive office) | (Zip
Code) |

(310) 405-8900

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))

This Current Report on Form 8-K is filed by CB Richard Ellis Group, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Modification Agreement

On March 29, 2010, the Company, CB Richard Ellis Services, Inc. (“Services”), a subsidiary of the Company, certain subsidiaries of Services, the lenders parties thereto, and Credit Suisse AG (formerly known as “Credit Suisse”), as administrative agent and collateral agent, entered into a Loan Modification Agreement (the “Loan Modification Agreement”) amending the Second Amended and Restated Credit Agreement, dated as of March 24, 2009 (as amended, the “Credit Agreement”), among the Company, Services, certain subsidiaries of Services, the lenders parties thereto and Credit Suisse AG, as administrative agent and collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Modification Agreement or the Credit Agreement. The Loan Modification Agreement extended maturities and eliminated scheduled amortization on $115,042,631.01 of Loans under the Credit Agreement.

The Loan Modification Agreement amended the Credit Agreement to, among other things:

• convert nearly all of the Tranche A-4 Loans into Tranche B-1A Loans;

• extend the final maturity date of the converted Tranche A-4 Loans so that the maturity date for the new Tranche B-1A Loans is now December 20, 2015;

• eliminate the scheduled amortization of the converted Tranche A-4 Loans so that the new Tranche B-1A Loans will have no scheduled amortization payments;

• result in a lower interest rate spread on the new Tranche B-1A Loans (as described below) in comparison to the Tranche A-4 Loans ;

• base the Applicable Percentage with respect to the new Tranche B-1A Loans on the Company’s leverage ratio, as defined under the Credit Agreement, in accordance with the table below:

| Leverage
Ratio — Greater
than 4.00 to 1.0 | 5.50 % | 4.50 % |
| --- | --- | --- |
| Greater
than 3.75 to 1.0 but less than or equal to 4.00 to 1.0 | 5.50 % | 4.50 % |
| Greater
than 3.25 to 1.0 but less than or equal to 3.75 to 1.0 | 4.50 % | 3.50 % |
| Greater
than 2.75 to 1.0 but less than or equal to 3.25 to 1.0 | 4.50 % | 3.50 % |
| Greater
than 2.25 to 1.0 but less than or equal to 2.75 to 1.0 | 4.50 % | 3.50 % |
| Equal
to or less than 2.25 to 1.0 | 4.50 % | 3.50 % |

• increase the Applicable Percentage set forth in the table above with respect to the new Tranche B-1A Loans by 0.50% if, on the last Business Day of any fiscal quarter, the aggregate outstanding principal amount of the Tranche B-1A Loans is greater than the “Targeted Outstanding Amount” in accordance with the table below. Such increased amount shall be in effect for the days from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the new Tranche B-1A Loans is lesser than or equal to the applicable Targeted Outstanding Amount.

| Fiscal
Quarter Ended | Targeted
Outstanding Amount |
| --- | --- |
| June
2010 | $ 114,755,024.43 |
| September
2010 | $ 114,467,417.85 |
| December
2010 | $ 114,179,811.28 |
| March
2011 | $ 113,892,204.70 |
| June
2011 | $ 113,604,598.12 |
| September
2011 | $ 113,316,991.54 |
| December
2011 | $ 113,029,384.97 |
| March
2012 | $ 112,741,778.39 |
| June
2012 | $ 112,454,171.81 |
| September
2012 | $ 112,166,565.23 |
| December
2012 | $ 111,878,958.66 |
| March 2013 | $ 111,591,352.08 |
| June
2013 | $ 111,303,745.50 |
| September
2013 | $ 111,016,138.92 |
| December
2013 | $ 110,728,532.35 |
| March
2014 | $ 110,440,925.77 |
| June
2014 | $ 110,153,319.19 |
| September
2014 | $ 109,865,712.61 |
| December
2014 | $ 109,578,106.04 |
| March
2015 | $ 109,290,499.46 |
| June
2015 | $ 109,002,892.88 |
| September
2015 | $ 108,715,286.30 |

The above description of the Loan Modification Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following document is attached as an exhibit to this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Loan
Modification Agreement, dated as of March 29, 2010, relating to the Second
Amended and Restated Credit Agreement, dated as of March 24, 2009, by and
among CB Richard Ellis Services, Inc., certain subsidiaries of CB Richard
Ellis Services, Inc., CB Richard Ellis Group, Inc., the lenders parties
thereto and Credit Suisse AG (formerly known as “Credit Suisse”), as
administrative agent and collateral
agent.

SIGNATURE

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.

| CB
RICHARD ELLIS GROUP, INC. | |
| --- | --- |
| By: | / S / GIL
BOROK |
| Name: | Gil
Borok |
| Title: | Chief
Financial Officer |

Date: April 2, 2010

EXHIBIT INDEX

Exhibit Number	Description
10.1	Loan
Modification Agreement, dated as of March 29, 2010, relating to the Second
Amended and Restated Credit Agreement, dated as of March 24, 2009, by and
among CB Richard Ellis Services, Inc., certain subsidiaries of CB Richard
Ellis Services, Inc., CB Richard Ellis Group, Inc., the lenders parties
thereto and Credit Suisse AG (formerly known as “Credit Suisse”), as
administrative agent and collateral
agent.