Jones Lang LaSalle (JLL) 8-KOther Events

On November 13, 2023 (the “Issue Date”), Jones Lang LaSalle Incorporated (the “Company”) closed its public offering of $400,000,000 aggregate principal amount of 6.875% senior notes due 2028 (the “Notes”). The Company received net proceeds of approximately $393.0 million after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, including the repayment of outstanding borrowings under its existing credit facility.

The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated November 8, 2023, among the Company and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp. and HSBC Securities (USA) Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, as well as termination and other customary provisions.

The offering of the Notes was made pursuant to a Prospectus Supplement, dated November 8, 2023 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2023, and the Base Prospectus, dated September 18, 2023, filed as part of the Company’s automatic shelf registration statement on Form S-3/ASR (File No. 333-274557) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on September 18, 2023.

The Notes were issued pursuant to the Indenture, dated as of November 9, 2012 (the “Base Indenture”), as amended and supplemented by the Second Supplemental Indenture, dated the Issue Date (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee. The Notes are the Company’s senior unsecured obligations and are not guaranteed by any of the Company’s subsidiaries on the Issue Date. The Indenture contains customary events of default and negative restrictions for notes of this type, such as limitations on secured debt.

Interest on the Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, to holders of record at the close of business on the preceding May 15 or November 15, as the case may be. The Notes will mature on December 1, 2028.

The Company may, at its option, redeem some or all of the Notes at the applicable make-whole price set forth in the Notes (which shall be calculated with the applicable U.S. treasury rate plus 40 basis points), plus accrued and unpaid interest to, but not including, the date of redemption. In addition, at any time on or after November 1, 2028 (one month prior to the maturity date of the Notes), the Company may redeem some or all of the Notes at par, plus accrued and unpaid interest to, but not including, the date of redemption. If the Company experiences certain change of control triggering events, the Company will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The foregoing summaries of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Indenture and the form of the Notes. The Underwriting Agreement, the Base Indenture and the Second Supplemental Indenture including the form of the Notes are filed hereto as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2 respectively, and are incorporated herein by reference.

(d) Exhibits