Cushman & Wakefield Ltd.CWK
Cushman & Wakefield Ltd. Debt Disclosure
Note 11: Long-Term Debt and Other Borrowings
Long-term debt consisted of the following (in millions):
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Collateralized: | ||||||||
Term Loan, due January 2030 Tranche-1, net of unamortized discount and financing costs of $7.1 million and $9.5 million, respectively | $ | 832.9 | $ | 980.5 | ||||
Term Loan, due January 2030 Tranche-2, net of unamortized discount and financing costs of $13.3 million and $17.8 million, respectively | 834.2 | 979.7 | ||||||
6.750% Senior Secured Notes, due May 2028, net of unamortized financing costs of $3.4 million and $4.9 million, respectively | 646.6 | 645.1 | ||||||
8.875% Senior Secured Notes, due September 2031, net of unamortized discount and financing costs of $4.9 million and $5.8 million, respectively | 395.1 | 394.2 | ||||||
| Finance lease liabilities | 35.7 | 36.4 | ||||||
| Total | 2,744.5 | 3,035.9 | ||||||
| Less: current portion of long-term debt | (119.6) | (96.3) | ||||||
| Total Long-term debt, net | $ | 2,624.9 | $ | 2,939.6 | ||||
2018 Credit Agreement
On August 21, 2018, the Company entered into an initial $3.5 billion credit agreement (as amended from time to time, the “2018 Credit Agreement”), comprised of an initial $2.7 billion senior secured term loan (the “Initial Term Loan”) and a revolving credit facility (the “Revolver”).
Term Loans
In 2023, the Company amended the 2018 Credit Agreement to extend the maturity date of $2.0 billion of the aggregate principal amount outstanding under the Initial Term Loan to January 31, 2030. In 2023, the Company also used proceeds from the offering of $400.0 million in senior secured notes (discussed below) to repay a portion of principal outstanding under the Initial Term Loan. As of December 31, 2023, the Company had $1.0 billion in aggregate principal outstanding due January 31, 2030, referred to as the “2030 Tranche-1,” $1.0 billion in aggregate principal outstanding due January 31, 2030, referred to as the “2030 Tranche-2,” and $192.9 million in aggregate principal outstanding due August 21, 2025, referred to as the “2025 Tranche” (collectively referred to as the “Term Loans”).
In 2024, the Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-1 and the 2030 Tranche-2, reducing the applicable interest rates. In connection with the amendments, the Company incurred additional debt transaction costs, a portion of which was capitalized and will be amortized over the remaining term of the loan and the remainder of which was recognized directly in Interest expense, net of interest income. In 2024, the Company also elected to prepay the full $192.9 million principal balance of the 2025 Tranche.
On January 22, 2025, the Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-1, reducing the applicable interest rate from 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 3.00% to 1-month Term SOFR plus 2.75%. There were no other material changes to the terms and conditions of the 2018 Credit Agreement. In connection with the amendment, the Company incurred additional debt transaction costs of $1.5 million, of which $0.3 million were capitalized and will be amortized over the remaining term of the loan and $1.2 million were recognized directly in Interest expense, net of interest income.
On July 21, 2025, the Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-2, reducing the applicable interest rate from 1-month Term SOFR plus 3.25% to 1-month Term SOFR plus 2.75%. There were no other material changes to the terms and conditions of the 2018 Credit Agreement. In connection with the amendment, the Company incurred additional debt transaction costs of $1.5 million, of which $0.3 million were capitalized and will be amortized over the remaining term of the loan and $1.2 million were recognized directly in Interest expense, net of interest income.
On October 1, 2025, the Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-1, reducing the applicable interest rate from 1-month Term SOFR plus 2.75% to 1-month Term SOFR plus 2.50%. There were no other material changes to the terms and conditions of the 2018 Credit Agreement. In connection with the amendment, the Company incurred additional debt transaction costs of $1.3 million, of which $0.2 million were
capitalized and will be amortized over the remaining term of the loan and $1.1 million were recognized directly in Interest expense, net of interest income.
The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of outstanding borrowings under the 2030 Tranche-1 and the 2030 Tranche-2, including any incremental borrowings. In March, June and October 2025, the Company elected to prepay $25.0 million, $25.0 million and $100.0 million, respectively, in principal outstanding under the 2030 Tranche-2. In August 2025, the Company elected to prepay an additional $150.0 million in principal outstanding under the 2030 Tranche-1. The total principal prepayments in 2025 was $300.0 million.
The Term Loans bear interest at a variable rate that the Company may select per the terms of the 2018 Credit Agreement. As of December 31, 2025, the Company elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.50% for the 2030 Tranche-1 and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.75% for the 2030 Tranche-2. As of December 31, 2025, the effective interest rates were 6.53% and 6.96% for the 2030 Tranche-1 and the 2030 Tranche-2, respectively.
Revolver
On October 21, 2025, the Company amended the 2018 Credit Agreement to (i) decrease the aggregate commitments under the Revolver by $100.0 million, reducing its borrowing capacity from $1.1 billion to $1.0 billion, (ii) extend the maturity date of borrowings under the Revolver from April 28, 2027 to October 21, 2030 and (iii) amend the interest rate applicable to borrowings under the Revolver to 1-month Term plus an applicable rate varying from 1.75% to 2.75%. In connection with the amendment, the Company incurred an additional $3.5 million in debt transaction costs which were capitalized and will be amortized over the remaining term of the Revolver.
As of December 31, 2025, borrowing capacity under the Revolver was $1.0 billion. Borrowings under the Revolver, if any, bear interest at our option, at 1-month Term SOFR, plus an applicable rate varying from 1.75% to 2.75% based on achievement of certain Net Leverage Ratios (as defined in the 2018 Credit Agreement). The Revolver was undrawn as of December 31, 2025 and 2024.
The Revolver includes capacity for letters of credit equal to the lesser of (a) $220.0 million and (b) any remaining amount not drawn down on the Revolver’s primary capacity. As of December 31, 2025 and 2024, the Company had issued letters of credit with an aggregate face value of $6.6 million and $13.0 million, respectively. These letters of credit were issued in the normal course of business.
The Revolver is also subject to a commitment fee. The commitment fee varies based on the Company’s Net Leverage Ratio (as defined in the 2018 Credit Agreement). The Company was charged $3.7 million, $4.1 million, and $3.8 million of commitment fees during the years ended December 31, 2025, 2024 and 2023, respectively.
Senior Secured Notes due 2028
On May 22, 2020, the Company issued $650.0 million of senior secured notes due May 15, 2028 (the “2028 Notes”). Net proceeds from the 2028 Notes were $638.5 million, consisting of a $650.0 million aggregate principal amount less $11.5 million from issuance costs. The 2028 Notes were offered in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes bear interest at a fixed rate of 6.75% and yielded an effective interest rate of 6.75% as of December 31, 2025.
Senior Secured Notes due 2031
On August 24, 2023, the Company issued $400.0 million of senior secured notes due September 1, 2031 (the “2031 Notes”). Net proceeds from the 2031 Notes were $392.8 million, consisting of a $400.0 million aggregate principal amount less $7.2 million from issuance costs. The 2031 Notes were offered in a private placement exempt from registration under the Securities Act. The 2031 Notes bear interest at a fixed rate of 8.88% and yielded an effective interest rate of 8.80% as of December 31, 2025.
Future Maturities
Combined annual aggregate maturities for the Term Loans, 2028 Notes and 2031 Notes, excluding unamortized discount and financing costs, as of December 31, 2025 are as follows (in millions):
Total | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||||
Gross debt obligations | $ | 2,737.5 | $ | 104.2 | $ | 8.4 | $ | 658.4 | $ | 8.4 | $ | 1,558.1 | $ | 400.0 | |||||||||
Financial Covenant and Related Terms
The 2018 Credit Agreement has a springing financial covenant, tested on the last day of each fiscal quarter if the outstanding borrowings under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the Net Leverage Ratio (as defined in the 2018 Credit Agreement) may not exceed 5.00 to 1.00. In addition, the 2018 Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes impose certain operating and financial restrictions on the Company, and in the event of certain defaults, all of the Company’s outstanding borrowings under the 2018 Credit Agreement, the 2028 Notes and the 2031 Notes, together with accrued interest and other fees, could become immediately due and payable.
The Company was in compliance with all of the covenants under the 2018 Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes as of December 31, 2025 and 2024.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.