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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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  Historically, the Company has financed its operations, acquisitions and co-
investments with internally generated funds, partnership equity and borrowings
under revolving credit facilities. In September 1996, the Company replaced its
$30 million revolving line of credit with a $70 million credit agreement
terminating on September 6, 1999. The agreement consists of a short-term
facility (the "Short-Term Facility") and the Long-Term Facility totaling $30
million and $40 million, respectively. The agreement is secured by certain of
the Company's receivables, fixed assets and investments in ventures. The
agreement requires that the Company maintain a certain level of net worth and
meet earnings before interest, taxes, depreciation and amortization targets.
The Company is further prohibited, without the lenders' prior approval, from
incurring certain indebtedness (including certain levels of indebtedness in
connection with co-investments), guaranteeing certain obligations or disposing
of a significant portion of its assets. The facilities bear variable rates of
interest based on market rates. The Company expects to renegotiate the terms
of the Short-Term Facility and Long-Term Facility in connection with the
assumption of such indebtedness by the Company in the Incorporation
Transactions. As part of this process, following the Offering the Company
intends to establish a new facility through its existing lender or a new
lender. There can be no assurance as to the terms and conditions of such new
facility.     
 
  The Short-Term Facility is a revolving line of credit which must be paid
down annually for a 30-consecutive-day period and is restricted as to use for
general business purposes. Amounts outstanding on the Short-Term Facility at
March 31, 1997 totaled $16.8 million. The Long-Term Facility is limited in use
to investments in real estate ventures, business acquisitions and certain
capital expenditures, subject to lender approval. Principal payments on
borrowings under the Long-Term Facility are payable annually on June 15 for
amounts outstanding as of March 31 based on a defined amortization schedule.
Principal payments made on June 15 of each year increase the available balance
on the facility from which to borrow. Amounts outstanding on the Long-Term
Facility as of March 31, 1997 totaled $29.2 million.
 
  At March 31, 1997, the Company also had outstanding $37.2 million in
subordinated debt owed to affiliates of Dai-ichi in the form of $6.2 million
in Class A Notes and $31 million in Class B Notes (the "Dai-ichi Notes"), each
bearing interest at 10% payable annually on December 31st. Principal payments
on the Class A Notes are $3.1 million due on June 30, 1997 and 1998. Principal
payments on the Class B Notes are due in ten equal payments of $3.1 million on
June 30th of each year beginning in 1999. The Notes are prepayable without
penalty. In 1994, a principal repayment of $14.1 million was made on the Class
A Notes with capital contributions received in connection with the ABKB
acquisition.
 
  Net cash provided by financing activities was $7.7 million for the three
months ended March 31, 1997 compared to $14.9 million for the prior year
period. The change is primarily attributable to the increased cash flow
provided by operations resulting in a decrease in borrowing needs. Net cash
provided by (used in) financing activities was $17.2 million in 1996, compared
to ($12.4) million in 1995. Borrowings under the Long-Term Facility in 1996
were used to fund the acquisition of CIN Property Management, the increase in
co-investment activity, and infrastructure investments. Net cash used in
financing activities was $12.4 million in 1995, compared to $12.0 million in
1994. Distributions to partners increased by $3.0 million in 1995, compared to
1994.
   
  Upon completion of the Offering, the Company intends to repay the full
amount of the indebtedness outstanding under the Dai-ichi Notes. The remaining
proceeds will be used to repay the indebtedness outstanding under the Long-
Term Facility. After the existing long-term debt is paid, the Company plans to
increase its long-term debt periodically in order to continue to pursue
international expansion, strategic acquisitions and co-investments. The
Company believes, based on its current operating plans, that cash generated
from operations, the net proceeds of the Offering and available borrowings
will be sufficient to meet its capital and liquidity requirements for at least
the next two years. See "Use of Proceeds."     
 
DISPOSITION
 
  On December 31, 1996, the Company completed the sale of its construction
management business to a former member of the Company's management. This
business, which specializes in the interior build-out of office and retail
space for tenants in the Chicago and Los Angeles markets, had 1996 revenue,
which are shown
 
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