Skip to content
AnalystLens

CBRE GROUP, INC. 8-K Report (Feb 18, 2003)

Reports
Other Events
Filing Date
Filed February 18, 2003
Period End
February 17, 2003
Security
CBRE
In the record · 2016–202610-K1110-Q328-K150

CBRE filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 150 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Apr ’19Apr ’19
  3. Material agreement8-K · Jul ’21Jul ’21
  4. Material agreement8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed February 18, 2003. Cited figures are marked; the original filing is the authoritative source.

On February 17, 2003, CBRE Holding, Inc. disclosed that its subsidiary CB Richard Ellis Services, through Apple Acquisition Corp., signed a merger agreement to acquire Insignia Financial Group, Inc. (NYSE: IFS).

Insignia shareholders would receive $11.00a per share in cash, plus up to an additional $1.00 per share if Insignia sells certain real estate assets for more than $45 million. The press release values the all-cash transaction at approximately $415 million, including repayment of net debt and redemption of preferred stock. Several principal Insignia stockholders signed voting agreements to support the deal and oppose competing acquisition proposals.

The combination would create a global real estate services company with revenues above $1.8 billionb, about 16,000 employees, and operations in 47 countries. Management expects the combined company to generate $90 billion in annual sales and leasing transactions (based on 2001 activity), become the world's largest commercial property manager with nearly 850 million square feet under management, and manage more than $13 billion in assets. CB Richard Ellis reported net revenues of $1.17 billion in 2001 on a standalone basis.

Closing is expected in June 2003 and is subject to Insignia shareholder approval, receipt of financing, and regulatory approvals. Financing includes a cash equity contribution of up to $145 millionc from Blum Capital Partners and a debt financing commitment from Credit Suisse First Boston. Investors should note that the filing contains no independent fairness opinion or detailed financial projections, and the company makes no assurance that asset sales will exceed the $45 million threshold.

02—Key points

Key Highlights

  1. Insignia Financial Group shareholders would receive $11.00 per share in cash, with potential additional consideration of up to $1.00 per share tied to asset sales above $45 million.
  2. The transaction is valued at approximately $415 million, including net debt repayment and preferred stock redemption, and is structured as an all-cash merger.
  3. The combined company would have revenues exceeding $1.8 billion, about 16,000 employees, and operations in 47 countries, and would be the world's largest commercial property manager by portfolio size (nearly 850 million sq. ft.).
  4. Pro forma scale includes $90 billion in annual sales and leasing transactions (2001 basis), $32 billion in capital markets transactions, more than $13 billion in managed assets, and over $290 billion in appraisals.
  5. Financing combines up to $145 million in equity from Blum Capital Partners with a debt commitment from Credit Suisse First Boston.
  6. Principal Insignia stockholders have signed voting agreements to approve the merger and oppose third-party acquisition proposals, which improves deal certainty.
  7. Closing is expected in June 2003, subject to Insignia shareholder approval, financing, and regulatory clearances.

03—Questions

Frequently Asked Questions

  1. What will Insignia shareholders receive in the transaction?

    Each outstanding share of Insignia common stock (excluding canceled shares, dissenting shares, and shares held by Insignia subsidiaries) will be converted into the right to receive $11.00 in cash, without interest, subject to adjustments in the merger agreement. Shareholders may also receive up to an additional $1.00 per share if Insignia sells certain real estate assets for more than $45 million in cash. The company states there is no assurance that the asset sales will exceed that threshold.

  2. How is the deal being financed?

    Blum Capital Partners, the controlling shareholder of CB Richard Ellis, will contribute up to $145 million in cash as equity. Credit Suisse First Boston has provided a commitment for the necessary debt financing. The transaction is also conditioned on the receipt of this financing.

  3. What conditions must be met before the merger closes?

    The merger requires approval from Insignia shareholders and regulatory approvals, and it is subject to the receipt of financing. The companies expect the transaction to close in June 2003. Several principal Insignia stockholders have already agreed through voting agreements to vote in favor of the merger.

  4. Who will lead the combined company after the merger?

    Ray Wirta, CEO of CB Richard Ellis, and Brett White, president of CB Richard Ellis, will continue in their current roles. Stephen B. Siegel, chairman of Insignia/ESG, will become chairman of global brokerage. Alan Froggatt and Mike Strong, from Insignia's European operations, will head CB Richard Ellis's European business. Andrew Farkas will remain CEO of Insignia's businesses through the June closing.

  5. Why is this acquisition strategically significant?

    The combination is intended to create a global market leader in real estate services with broader geographic reach and specialized service lines. It brings together CB Richard Ellis's platform with Insignia's U.S. commercial brokerage (Insignia/ESG), U.K. and French operations, and its residential brokerage in New York. Management expects the scale to enhance client service across major business centers such as New York, Los Angeles, Chicago, London, Paris, and Hong Kong.

04—Continue

← View all 8-K filings