REG - Savills PLC - Significant Transaction
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RNS Number : 3873W Savills PLC 12 March 2026
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 March 2026
Savills plc Announces Acquisition of Eastdil Secured Holdings, LLC
Transaction significantly enhances positioning in capital markets advisory
through the acquisition of a leader in real estate investment banking
Savills plc ("Savills", or the "Group"), one of the world's leading real
estate advisory firms, has signed a definitive agreement to acquire Eastdil
Secured Holdings, LLC ("Eastdil Secured"), the global real estate investment
bank, for an enterprise value of $1,112.5 million (c.£827 million) (the
"Transaction"). The Transaction will be funded through debt and the issue of
new ordinary shares in Savills (representing approximately 16% of the Group's
enlarged share capital) to the ultimate holders of equity interests in Eastdil
Secured, which will be subject to lock-up provisions. In 2025, Eastdil Secured
generated revenue of $633 million (c.£470 million) and underlying EBITDA 1
(#_ftn1) of $113 million (c.£84 million).
Key Transaction Highlights
· The Transaction positions Savills as a global leader in real
estate advisory services and transforms the Group's positioning in Real Estate
Investment Banking ("REIB") in both North America and EMEA, in line with the
Group's strategy.
· The Transaction brings together highly complementary and
diversified service lines and geographic footprints, creating a world-class
global platform offering a broad suite of real estate advisory services across
all key sectors to a blue-chip investor client base.
· The Eastdil Secured business brings an exceptional and committed
leadership team with a strong track record of profitable growth and strong
cultural fit with Savills' client-first ethos.
· The Transaction accelerates the delivery of Savills' strategy to
scale its North American operations with an improved position both there and
in Europe and Asia Pacific and creates a higher-margin enlarged business
overall.
· The Transaction is expected to generate significant growth
opportunities for the Group in addition to direct revenue synergies of at
least £60 million revenue and £15 million EBITDA per annum over the
medium-term.
· The enterprise value represents a multiple of 9.9x Eastdil
Secured's underlying EBITDA for 2025.
· The Transaction is significantly earnings enhancing and expected
to deliver low-to-mid teens accretion in underlying earnings per share in 2027
(pre-synergies).
· The Transaction is also expected to deliver strong returns with a
low teens unlevered return on invested capital ("ROIC") 2 (#_ftn2)
(pre-synergies) in the medium-term, which is meaningfully ahead of the Group's
weighted average cost of capital ("WACC").
· The enlarged Group is expected to generate an attractive high
teens return on capital employed ("ROCE") 3 (#_ftn3) by 2028, escalating
thereafter.
· The Transaction is expected to be strongly cash generative, with
Group net debt to EBITDA 4 (#_ftn4) expected to reduce to around 1x by the
end of 2027. The Group's shareholder distribution policy will remain
unchanged.
· Completion of the Transaction ("Completion") is subject to
customary regulatory clearances and is expected to occur in Q2/Q3 2026.
Overview of Eastdil Secured
· Eastdil Secured is a pre-eminent leader in REIB, jointly led out
of New York, Santa Monica and London, with approximately 650 employees (of
which c.450 are client facing) globally operating from 20 offices across the
United States, Europe and Asia. Eastdil Secured's leading REIB business is
highly complementary to Savills' broader real estate advisory services
offering.
· Since 2011, Eastdil Secured has advised on more than 9,800 real
estate transactions worth c.$3 trillion, providing expert advice on mergers
and acquisitions, continuation vehicles, joint ventures, sales, debt
placement, structured credit and loan sales.
· Over 2011-2025, Eastdil Secured has been the top adviser for
commercial real estate transactions over $100 million in the United States 5
(#_ftn5) .
· Eastdil Secured has cultivated long-standing relationships with
many of the world's most significant investors and lenders in global real
estate and alternatives, providing immediate access to deal flow and the most
sophisticated pools of global capital.
· Eastdil Secured brings both expertise in and exposure to the
high-growth digital infrastructure sector in North America.
· In 2025, Eastdil Secured generated $633 million (c.£470 million)
of revenue, of which 76% was generated in North America and 24% in EMEA.
· Eastdil Secured is scaled for significant growth. The business
delivered underlying EBITDA of $113 million (c.£84 million) in 2025
representing a margin of 18%, with a weighted average underlying EBITDA margin
of 18% in the period 2021-2025 supporting strong cash flow generation.
Strategic Rationale for the Transaction
· Creates a global real estate powerhouse, well positioned as a
leading provider of capital markets solutions with a complete service
offering. The enlarged Group will be the number two adviser globally for prime
commercial real estate transactions above $100 million, and number one in the
United States(5).
· Accelerates and expands Savills' ability to generate
higher-margin REIB transactional revenues, and, in particular, more recurrent
real estate debt advisory revenue where Eastdil Secured is a leader.
o In 2025, 58% of Eastdil Secured's global revenue was in respect of equity
related real estate corporate finance advice, with 42% in respect of debt
advisory and financing.
o Transactional revenues will represent 48% of the enlarged Group's pro
forma 2025 revenue, in comparison with 38% for Savills on a standalone basis.
o The enlarged Group's pro forma 2025 underlying EBITDA margin 6 (#_ftn6)
is approximately 8%, reflecting the inclusion of Eastdil Secured's
higher-margin advisory revenue streams.
· Materially enhances Savills' presence in North America whilst
maintaining its diversified global exposure as a result of the strongly
complementary nature of the two firms' geographic coverage, with Savills'
established presence in EMEA and APAC alongside Eastdil Secured's leading
North American position.
o The enlarged Group's 2025 pro forma revenue is approximately £3 billion,
generated 53% from EMEA, 24% from APAC and 23% from North America.
· Market tailwinds specific to Eastdil Secured's markets are
expected to drive strong growth over the near- to medium-term. These include
among other things: a substantial number of global real estate closed-end
funds approaching the end of their investment periods and therefore needing to
transact; the significant capital requirements of the digital infrastructure
sector; and a significant quantum of commercial real estate debt maturities
requiring refinancing, recapitalisation or asset disposals.
· Enhances the Group's broad service offering to its combined
client base across all real estate sub-sectors, enabling the provision of high
quality advisory services from M&A through complex financings, to leasing,
valuation, property management, building consultancy, and property-level asset
management.
· The Transaction positions the enlarged Group as the number two
global adviser on transactions over $100 million(5), enabling both
transactional share gain and creating a significant "halo effect" on the
Group's ancillary leasing, consultancy and property management service lines.
· Delivers a conservative expectation of direct revenue synergies
of at least £60 million revenue and £15 million EBITDA per annum over the
medium-term, resulting principally from an improved ability for the enlarged
Group to service the combined client base in multiple geographies.
o The direct revenue synergies amount to approximately 2% of the enlarged
Group's pro forma 2025 revenue.
· In addition to the expected direct revenue synergies, there are
significant opportunities to further enhance growth by utilising the
complementary strengths of each business across key geographies to deliver new
service lines:
o North America: Eastdil Secured's strong position in the U.S. capital
markets will not only enable Savills to offer high quality real estate
financing advice to its major occupier clients, but also will facilitate the
enlarged Group's growth strategy to provide investors with a broader range of
real estate related services.
o EMEA: Eastdil Secured brings to Savills world class REIB capabilities,
including M&A, debt advisory and financing expertise, which are highly
complementary to Savills's existing offerings. The enlarged Group will be able
to offer substantial property level services, such as technical due diligence,
leasing and development consultancy together with an EMEA-wide property
management platform.
o APAC: Savills will be able to accelerate Eastdil Secured's growth
potential across these markets using its leading position and embedded local
presence to bring REIB services to Savills' clients.
· The two businesses share similar cultural values, with Eastdil
Secured's historical success built on its distinctive team culture,
characterised by collaboration, creativity and discretion. It is anticipated
this strong cultural alignment and complementary fit will enable effective
collaboration and the delivery of the significant value creation opportunities
this Transaction presents.
Terms and Financial Effects of the Transaction:
· Under the terms of the Transaction, Savills will acquire Eastdil
Secured for a total consideration of $921.25 million (c.£685 million) 7
(#_ftn7) , consisting of:
o $552.75 million (c.£411 million) payable in cash on Completion, subject
to customary completion adjustments and agreed holdback amounts at Completion;
and
o $368.50 million (c.£274 million) satisfied by the allotment and issue of
27,658,880 new Savills ordinary shares (the "Consideration Shares") 8
(#_ftn8) to the ultimate holders of equity interests in Eastdil Secured.
· In aggregate, 85 Eastdil Secured senior employees will hold a
6.3% interest in Savills at Completion. The Consideration Shares held by the
Eastdil Secured Leadership Team, other Eastdil Secured employees and certain
former employees will be subject to long-term lock-up provisions.
· The principal institutional investors in Eastdil Secured are
Temasek, institutional clients of Guggenheim Partners Investment Management,
LLC ("Guggenheim") and Wells Fargo, who together own a majority of Eastdil
Secured and have committed to customary lock-up provisions restricting the
disposal of their Consideration Shares.
· The Transaction is significantly earnings enhancing and expected
to deliver low-to-mid teens accretion in underlying earnings per share in 2027
(pre-synergies).
· The Transaction is also expected to deliver strong returns with a
low teens unlevered ROIC (pre-synergies) in the medium-term, which is
meaningfully ahead of the Group's WACC.
· The enlarged Group is expected to generate an attractive high
teens ROCE by 2028, escalating thereafter.
· Group net debt to EBITDA is expected to reduce meaningfully by
the 2026 financial year-end, with strong cash generation thereafter from the
enlarged business expected to reduce Group net debt to EBITDA(4) to around 1x
by the end of 2027.
· Savills' disciplined approach to capital allocation will be
maintained, including its shareholder distribution policy.
Eastdil Secured Leadership & Operations
· In connection with the Transaction, Eastdil Secured is today
announcing the following planned executive leadership appointments (the
"Eastdil Secured Leadership Team") to position the Eastdil Secured business
for continued growth as part of Savills, effective immediately:
o Roy H. March, currently Chief Executive Officer, has been appointed
Executive Chairman of Eastdil Secured. In this new role, he will continue to
focus on client advisory, execution, and long-term strategy.
o D. Michael Van Konynenburg, currently President, has been appointed Chief
Executive Officer of Eastdil Secured, where he will continue to oversee the
day-to-day operations of the business.
o James McCaffrey, currently Managing Director and Head of Europe, has been
appointed President of Eastdil Secured; he will work closely with Mr. March
and Mr. Van Konynenburg and continue to spearhead Eastdil Secured's
international growth efforts from London.
· Mr. Van Konynenburg and Mr. McCaffrey will both join the Savills
Group Executive Board and will lead the enlarged Group's REIB business which
will operate as Eastdil Secured Savills, the global real estate investment
bank.
· Eastdil Secured will maintain its joint headquarters in New York,
Santa Monica and London.
· Reflecting the importance of its single global incentivisation
programme and collaborative culture that has contributed to Eastdil Secured's
success over many years, following the Transaction, Eastdil Secured will
retain its current business model.
Enlarged Group's Medium-Term Strategy
· The Transaction is strongly aligned with Savills' vision to be
the real estate adviser of choice in the prime commercial and residential
segments it serves, recognised for market leadership and the quality of its
insights and advice, characteristics which also define Eastdil Secured's
business.
· Alongside continued growth of Savills' Less Transactional
business, establishing a position as a global leader in REIB is a key
strategic priority for the Group.
· The medium-term strategy of the enlarged Group will be delivered
through a relentless focus on clients, scale and diversification, global
leadership in core segments, and continuation of the Group's high-performance
culture.
· The Transaction is strongly cash generative and aligned with the
Group's focus on disciplined capital allocation and maintenance of a strong
balance sheet, with compelling financial accretion when measured against the
Group's criteria for M&A.
Commenting on the Transaction, Simon Shaw, Group Chief Executive of Savills
said:
"Eastdil Secured is an organisation we have worked with and admired for many
years. It has a complementary geographical footprint and similar culture to
our own. This acquisition is a significant step forward for both of us,
bringing to the global investment community a much-needed choice of leading
advisory partner to deliver a comprehensive suite of investment banking,
strategic, financial, development, leasing and other "boots on the ground"
property solutions. By acquiring a leading REIB provider with strong presence
in the U.S. and EMEA, the improved breadth of our services and enhanced global
footprint will create significant growth opportunities for the combined
Group's staff and significant value to both our clients and shareholders".
Roy H. March, Executive Chairman of Eastdil Secured, added:
"Throughout its history Eastdil Secured has developed strategic partnerships
to better serve our clients and be the most relevant and trusted advisor in
the real estate investment banking industry. This transaction marks the
beginning of a new chapter for Eastdil Secured, which will accelerate our
growth, create opportunities for our team and significantly enhance our
ability to provide best-in-class real estate investment banking services for
our valued clients globally. As part of Savills, Eastdil Secured will continue
to serve as a trusted advisor and provide clients with unmatched capital
markets and commercial real estate expertise, now with more resources as part
of a larger organisation with complementary geographic reach and advisory
capabilities. The Savills team shares our commitment to excellence and our
emphasis on discretion, collaboration and insight-driven execution. We look
forward to continuing to grow and deliver for our clients and partners as part
of this enhanced industry-leading global platform".
Savills will be hosting an investor call alongside Eastdil Secured management
at 09:00 GMT / 05:00 EST on 12 March 2026, at Savills, 33 Margaret Street,
London, W1G 0JD.
A live webcast of this event is available on our corporate website at
https://ir.savills.com/ (https://ir.savills.com/) or via the following link
https://stream.brrmedia.co.uk/broadcast/698b43f10453ba0012d21842
(https://stream.brrmedia.co.uk/broadcast/698b43f10453ba0012d21842)
A playback facility will be available shortly afterwards at
https://ir.savills.com/ (https://ir.savills.com/)
Enquiries
Savills
plc
Tel: +44 (0) 20 7409 8934
Simon Shaw (Chief Executive Officer)
Nick Sanderson (Chief Financial Officer)
Susie Bell (Investor Relations
Director)
Lazard (Lead Financial
Adviser)
Tel: +44 (0) 20 7187 2000
Nicholas Millar
Stephen Dibsdale
Hugh Richards
Deutsche Numis (Financial Adviser and Corporate
Broker) Tel: +44 (0) 20 7260 1000
Richard Thomas
Hannah Boros
UBS (Financial Adviser and Corporate
Broker)
Tel: +44 (0) 20 7567 8000
Craig Calvert
Sandip Dhillon
Teneo (PR adviser to
Savills)
Tel: +44 (0) 20 7353 4200
Nick de Bunsen
Anthony Di Natale
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The person responsible for arranging the release
of this Announcement on behalf of Savills is Chris Lee, Group Legal Director
& Company Secretary of Savills.
Lazard acted as lead financial adviser, Deutsche Numis and UBS acted as
financial advisers and corporate brokers, and CMS Cameron McKenna Nabarro
Olswang LLP and Hogan Lovells International LLC acted as joint legal advisers
to Savills.
BDT & MSD Partners served as financial adviser and Latham & Watkins
LLP served as legal adviser to Eastdil Secured.
Further Detail on Eastdil Secured
As a trusted adviser in the commercial real estate capital markets, Eastdil
Secured creates value for clients through creative, actionable ideas and
flawless execution. With an unrivalled combination of capital markets
expertise and in-depth understanding of real estate fundamentals, Eastdil
Secured delivers best-in-class advice on mergers and acquisitions,
continuation vehicles, joint ventures, sales, debt placement, structured
credit and loan sales to investors around the world. Eastdil Secured is
jointly led out of New York, Santa Monica and London and has a broad global
footprint to support clients with offices across the United States in Atlanta,
Boston, Charlotte, Chicago, Dallas, Miami, Orange County, San Francisco,
Seattle, Silicon Valley and Washington, D.C., and internationally in Dubai,
Dublin, Frankfurt, Milan, Paris, and Hong Kong.
Eastdil Realty was founded in 1967 by Benjamin V. Lambert in New York,
pioneering the investment banking approach to real estate advisory. In 1978,
Roy H. March joined Eastdil Realty and over time, the firm expanded globally
and became a trusted partner across every property type and transaction
structure. In 1999, Wells Fargo acquired Eastdil Realty, strengthening the
platform with the resources of a leading financial institution. In 2006,
Eastdil Realty and Secured Capital Corp, the real estate investment banking
firm co-founded in 1990 by D. Michael Van Konynenburg and other former
executives of Drexel Burnham Lambert, merged to create Eastdil Secured. In
2007, James McCaffrey joined Eastdil Secured, and in 2010, he opened the
firm's London office and European practice. In 2019, Mr. March, Mr. Van
Konynenburg, Mr. McCaffrey and the firm's management team led Eastdil
Secured's recapitalisation, in partnership with Temasek, Guggenheim and Wells
Fargo. This management-led recapitalisation further solidified Eastdil
Secured's position as the global real estate investment bank.
The equity interests of Eastdil Secured's employees, principal institutional
investors, and former employees, and their interests in Savills at Completion,
is summarised below.
Equity interest in Eastdil Secured Interest in Savills at Completion
Eastdil Secured employees (85 in total) 39% 6.3%
Guggenheim 32% 5.0%
Temasek 25% 4.0%
Wells Fargo 3% 0.5%
Eastdil Secured former employees 1% 0.1%
Strong Management Alignment to Accelerate Growth
The Eastdil Secured Leadership Team and other Eastdil Secured employees and
former employees will become shareholders in Savills through their receipt of
Consideration Shares. In aggregate, 85 Eastdil Secured senior employees will
hold a 6.3% interest in the enlarged Group at Completion. The Consideration
Shares held by the Eastdil Secured Leadership Team, other Eastdil Secured
employees and certain former employees will be subject to long-term lock-up
provisions and (other than for former employees) non-solicit and non-compete
provisions which, if breached, will result in forfeiture of a significant
majority of their unvested Consideration Shares. The lock-up for the Eastdil
Secured Leadership Team, other Eastdil Secured employees and certain former
employees, restricting the disposal of their Consideration Shares, will be
staged with the Consideration Shares released in equal instalments on the
fourth, fifth and sixth anniversaries of Completion. Temasek, Guggenheim and
Wells Fargo have also committed to lock-up provisions restricting the disposal
of their Consideration Shares (subject to certain limited customary
exceptions), with their Consideration Shares being released from lock-up in
two equal instalments on the 12-month and 18-month anniversaries of
Completion.
The Transaction is structured as a fully taxable event for Eastdil Secured
employees. As a result, while consideration is delivered in a mix of cash and
shares, the majority of the after-tax consideration received by Eastdil
Secured employees will be in Savills equity, creating meaningful long-term
alignment with Savills' shareholders.
Savills will also establish a $62.5 million equity pool for relevant employees
of the enlarged Group and future hires (the "Equity Pool"), with the initial
grants subject to long-term lock-up provisions. Vesting of shares in the
Equity Pool will be subject to the individual remaining in service with the
business at the vesting date, as well as customary good / bad leaver
provisions. The shares so granted will be managed through the Group's existing
Employee Benefit Trust and its U.S. equivalent and will be satisfied through
the market acquisition and delivery of existing ordinary shares in line with
the Group's current practice.
In March 2025, Eastdil Secured implemented a one-time Special Incentive
Programme (the "SIP") totalling c.$195 million for key personnel. The SIP will
remain in place following Completion and up until the end of its original
term. Participating employees are subject to an ongoing service requirement
and restrictive covenants.
Following Completion and commencing for the 2026 calendar year bonuses,
Eastdil Secured will adjust its existing deferred bonus compensation
structure, with a portion of any bonus over certain thresholds deferred over a
three-year period and payable in a mix of cash and Savills shares. The shares
will be managed and delivered through Savills's existing non-dilutive process
executed by the Group's existing Employee Benefit Trust and its U.S.
equivalent.
As a consequence of these measures, Eastdil Secured's employees will be highly
incentivised to deliver the identified value creation opportunities and
support the acceleration of the enlarged Group's growth.
Further Detail on Value Creation and Financial Effects
Savills and Eastdil Secured have jointly identified significant value creation
opportunities for the enlarged Group in the near- and medium-term, including
expected direct revenue synergies of at least £60 million revenue and £15
million EBITDA per annum over the medium-term. Approximately 70% of the
run-rate amount is expected to be realised in the 2028 financial year, with
the full run-rate amount achieved by the end of 2029.
The assessment of expected direct revenue synergies has been based off 2025
market activity levels. Key areas of expected direct revenue synergies include
incremental Capital Markets business generation in EMEA and the U.S. through
combined Eastdil Secured and Savills capabilities; the ability to offer
leasing and property management services to a proportion of Eastdil Secured's
clients; utilising Savills' leading footprint and relationships to expand
Eastdil Secured's REIB offering in APAC; and enhanced joint mandate activity.
The expected direct revenue synergies are predominantly in higher-margin
activities and therefore are accretive to the enlarged Group's overall margin.
Due to the complementary nature of the two businesses, potential dis-synergies
arising as a result of the Transaction are not expected to be material and
have been accounted for in the calculated value of direct revenue synergies.
Furthermore, given the expected synergies are revenue-related and not
cost-related, the one-off costs associated with delivering the expected direct
revenue synergies are immaterial.
Further Detail on Debt Financing
The cash consideration and refinancing of Eastdil Secured's existing debt will
be funded through a bridge facility of up to $800 million (c.£594 million)
(the "New Facility"). Key details of the New Facility are as follows:
· Term: 12 months, plus two six-month extension options at the
borrowers discretion.
· All-in cost of debt: c.5.5% to 6.0%.
Within the first year following Completion, it is expected that the New
Facility will be refinanced through a combination of a term loan and U.S.
Private Placement notes.
Further Detail on Terms of the Transaction
As part of the Transaction, Savills is acquiring 70.91% of Eastdil Secured,
LLC and 100% of the following entities which hold the residual equity interest
in Eastdil Secured, LLC:
· Eldorado Peak Investments LLC, an entity which holds Temasek's
equity interest;
· ES EI International LLC, an entity which holds an equity interest
on behalf of certain employees;
· ES SPI International Corporate LLC, an entity which holds an
equity interest on behalf of certain employees; and
· ES SPI HK Corporate LLC, an entity which holds an equity interest
on behalf of certain employees.
Further Information
Board's Views on the Transaction
Considering all of the information that is outlined above, the Transaction is,
in the Board of Directors of Savills' opinion, in the best interests of
Savills' shareholders as a whole and is expected to be significantly accretive
to Group margins and earnings per share.
Significant Transaction
The Transaction, because of Eastdil Secured's size in relation to Savills,
constitutes a "significant transaction" for the purposes of the UK Listing
Rules made by the Financial Conduct Authority (the "FCA") for the purposes of
Part VI of the Financial Services and Markets Act 2000 (as amended) (the
"UKLRs"), and is therefore notifiable in accordance with UKLR 7.3.1R and
7.3.2R. In accordance with the UKLRs, the Transaction is not subject to
shareholder approval.
Financial Information
Key Financial Information on Eastdil Secured
The following table contains key historical financial information of Eastdil
Secured for the 12-month reporting periods ending 31 December 2021 to 31
December 2025, which has been extracted or calculated from management accounts
and prepared in accordance with U.S. GAAP.
Year Ending 31-Dec / $m 2021 2022 2023 2024 2025
Revenue (U.S. GAAP) 862 655 367 485 633
Underlying EBITDA (U.S. GAAP) 197 122 38 71 113
Underlying EBITDA (U.S. GAAP) margin (%) 23% 19% 10% 15% 18%
The revenue figures for 2021-2024 are audited; all other figures in the table
are unaudited. Underlying EBITDA is not a defined term in Eastdil Secured's
management accounts, and reflects adjustments to Eastdil Secured's "management
EBITDA" for consistency with Savills' underlying measures (see definitions
section of this Announcement), as well as adjustments arising from Savills'
due diligence on Eastdil Secured.
Eastdil Secured recognises an expense accrual for the amortisation of the
pre-existing one-time SIP, amounting to approximately $48 million per annum.
This is a non-cash item that will cease from 2030. In accordance with the
Group's definition of underlying EBITDA and underlying profit before tax, the
SIP amortisation expense is excluded from these measures.
The gross assets of Eastdil Secured as at 31 December 2025 were $1,046.8
million, as shown in its consolidated balance sheet. For the year ended 31
December 2025, Eastdil Secured reported net income attributable to members of
$55.8 million, as shown in its consolidated statement of comprehensive income,
and generated $156 million 9 (#_ftn9) of cash flow from operating activities
representing an operating cash flow conversion of 139% 10 (#_ftn10) .
The financial information for the year ended 31 December 2025 is unaudited and
has been prepared in accordance with U.S. GAAP.
For the year ended 31 December 2024, Eastdil Secured reported gross assets of
$770.3 million and net income attributable to members of $66.2 million, as
extracted from its audited consolidated financial statements prepared in
accordance with U.S. GAAP.
Pro Forma Financial Information
The following table contains pro forma financial information for the enlarged
Group for the 12-month reporting period ending 31 December 2025. The pro forma
financial information presented combines Savills' financial information
prepared under IFRS with Eastdil Secured's financial information prepared
under U.S. GAAP. The financial information for Savills has been extracted
without material adjustment from the audited financial information included in
Savills' full year results announcement for the financial year ended 31
December 2025.
The financial information for Eastdil Secured has been extracted from
unaudited management information prepared in accordance with U.S. GAAP for the
12 months ended 31 December 2025. Eastdil Secured's financial information has
not been restated to align with the Group's IFRS accounting policies.
For presentation purposes, Eastdil Secured's financial information has been
translated into pounds Sterling using an exchange rate of £1:$1.3457. This
translation has been performed solely for illustrative purposes.
Year Ending 31-Dec-25 / £m Savills standalone Eastdil Secured standalone Pro forma
(pre-synergies)
Total Revenue (IFRS / U.S. GAAP) 2,551 470 3,021
Commercial Transaction Advisory Revenue (IFRS / U.S. GAAP) 673 470 1,143
Underlying EBITDA (IFRS) 215 n.a n.a
Underlying EBITDA (Pre-IFRS 16 / U.S. GAAP) 154 84 238
Underlying EBITDA margin (Pre-IFRS 16 / U.S. GAAP) (%) 6.0% 17.8% 7.9%
Cash generated from operating activities (IFRS / U.S. GAAP) 203 116 319
Based on work performed to date, the principal accounting differences between
U.S. GAAP and IFRS are expected to relate to the presentation of lease costs
under IFRS 16 and the timing and classification of certain employee incentive
arrangements. These differences are expected to affect the presentation and
timing of expense recognition rather than the underlying economics or cash
flows of the business. Under IFRS 16, lease costs are presented through
depreciation and interest rather than operating lease expense, which would
increase reported EBITDA relative to the U.S. GAAP presentation. Lease
liabilities would also be remeasured using an IFRS incremental borrowing rate
rather than the risk-free rate applied under U.S. GAAP, which may result in
differences in the carrying amount of lease liabilities and right-of-use
assets. Certain deferred bonus and employee incentive arrangements may be
accounted for differently under IFRS compared with U.S. GAAP, including
potential differences in the timing of expense recognition and classification
within the income statement. These differences do not change the total
compensation cost of the arrangements over their life.
A detailed U.S. GAAP to IFRS conversion exercise and purchase price allocation
under IFRS 3 "Business Combinations" will be undertaken following completion
of the Transaction. Accordingly, the final accounting impact may differ from
the preliminary assessment described above.
Synergies
The expected direct revenue synergies summarised above reflect both the
beneficial elements and relevant costs. These expected direct revenue
synergies are contingent on the Transaction completing and could not be
achieved independently. The Savills directors' belief that the expected direct
revenue synergies will be able to be achieved is underpinned by an extensive
exercise that was undertaken by Savills management in collaboration with
Eastdil Secured.
There are currently limited identified opportunities for cost synergies
resulting from the Transaction. Over time, the enlarged Group will consider
cost-saving opportunities provided by co-location and the improved purchasing
power of the enlarged Group, however these are not likely to be significant.
There are no expected changes to the existing Savills or Eastdil Secured teams
as a result of the Transaction.
Financial Effects on the Group's Earnings, Assets and Liabilities
The Transaction is significantly earnings enhancing and expected to deliver
low-to-mid teens accretion in underlying earnings per share in 2027
(pre-synergies).
On Completion, the Group's net debt is estimated to increase by approximately
£594 million under the New Facility.
Goodwill and other intangible assets arising on the Transaction such as
customer relationships and brand value will be recognised in accordance with
the Group's accounting policies in the financial year ending 31 December 2026.
Admission and Total Voting Rights
Application will be made for the admission of the Consideration Shares to
trading on the London Stock Exchange's main market for listed securities
("Admission"). Admission is expected to become effective during Q2/Q3 2026 and
an announcement in respect of this will be made by Savills through a
Regulatory Information Service.
Risks of the Transaction
The Savills directors consider the following risks to the Group as a result of
the Transaction.
However, additional risks and uncertainties as a result of the Transaction and
not currently known to the Savills directors, or that the Savills directors
currently consider immaterial, may also adversely affect the Group's business,
results of operations, financial condition and prospects. If any or a
combination of the following risks materialise, the Group's business,
financial condition and/or operational performance could be materially
adversely affected. In that case, the trading price of the Savills ordinary
shares may decline and investors may lose all or part of the value of their
investment.
The Group may fail to realise, or it may take longer than expected to realise,
the full expected benefits of the Transaction
Savills may not realise the full anticipated benefits that it expects will
arise as a result of the Transaction, or may encounter difficulties, higher
costs or delays in achieving those anticipated benefits. Any failure to
realise the anticipated benefits that the Group expects to arise as a result
of the Transaction, or any delay in achieving such anticipated benefits, could
reduce the value created by the Transaction and have an adverse impact on the
Group.
Eastdil Secured may be adversely affected by general macroeconomic, political
and financial market conditions
Eastdil Secured's customers are leading global real estate and private equity
investors and a significant proportion of its revenues are transaction
related. Any potential adverse change in the macroeconomic climate, or a
significant deterioration of the global trade environment, may result in the
business facing a decrease in customer demand and a reduction in its
transaction volumes, impacting Eastdil Secured's revenues and financial
performance. Savills has undertaken significant due diligence on the business,
its customers and end markets, and its revenue pipeline and has reflected this
in the terms of the Transaction.
Savills may not be able to retain key employees of Eastdil Secured following
the Transaction
The Eastdil Secured Leadership Team and other employees of Eastdil Secured are
important to its future commercial success and financial performance and are
expected to remain in the business. Following the Transaction, key members of
the Eastdil Secured team may decide not to continue in their roles as part of
Savills, which could have a material and adverse impact on the financial
performance of the business. Savills has undertaken significant due diligence
on the retention and incentivisation measures that currently exist within
Eastdil Secured's business and has structured the Transaction to encourage
retention and alignment with Savills shareholders' interests. As summarised
above under the heading "Strong Management Alignment to Accelerate Growth",
there are multiple measures which ensure Eastdil Secured's employees will be
highly aligned to deliver the value creation opportunities and support the
acceleration of the enlarged Group's growth.
Completion of the Transaction is subject to the satisfaction of certain
customary conditions, and if the Transaction does not complete because any of
the conditions are not satisfied, the Group will not realise the perceived
benefits of the Transaction
Completion of the Transaction is subject to the satisfaction of certain
customary closing conditions including regulatory clearances. There is no
guarantee that these conditions will be satisfied. Failure to satisfy any of
these conditions may result in the Transaction not completing. If the
Transaction does not complete, the Group will not benefit from the expected
benefits of the Transaction. As a result, there is a risk that the Group may
incur significant expenditure in connection with, or to satisfy, such
conditions, which will be in addition to the actual costs of the Transaction.
There can be no assurance that the conditions to the closing of the
Transaction will be satisfied, waived or fulfilled in a timely fashion or that
the Transaction will be completed.
Related Party Transactions
The Group has not entered into any related party transactions that are
relevant to the Transaction and have not been published during the period from
31 December 2025, being the end of the last financial period for which
financial information has been published, and the date of this Announcement.
Legal and Arbitration Proceedings
There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Group is aware),
during the period covering the 12 months preceding the date of this
Announcement which may have, or have had in the recent past, significant
effects on the Group's financial position or profitability.
There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Group is aware),
during the period covering the 12 months preceding the date of this
Announcement which may have, or have had in the recent past, significant
effects on Eastdil Secured's financial position or profitability.
Sources of Information and Bases of Calculation
· The last practicable date before the date of this Announcement is
10 March 2026 (the "Last Practicable Date").
· Savills had 146,175,080 ordinary shares in issue (including those
held by the Employee Benefit Trusts) as at the Last Practicable Date.
· Total number of Consideration Shares is calculated based on the
volume weighted average price of Savills shares of 990 pence for the last 20
trading days ended on 10 March 2026.
· The enlarged Group share capital following Admission for the
purpose of calculating pro forma interests in Savills of the ultimate holders
of equity interests in Eastdil Secured is 173,833,960 (being the total
ordinary shares in issue as at the Last Practicable Date, plus total
Consideration Shares to be issued at Admission).
· The exchange rate of £1:$1.3457 for the conversion of U.S.
Dollars into pounds Sterling has been derived from Bloomberg and is based on
the exchange rate as at 4.00 p.m. (London time) on the Last Practicable Date.
· The financial information on Eastdil Secured reflects the
perimeter of the Transaction and has been extracted or calculated from
management accounts and prepared in accordance with U.S. GAAP.
· The financial information for Savills used in the calculation of
pro forma financial information has been extracted without material adjustment
from the audited financial information included in Savills' full year results
announcement for the financial year ended 31 December 2025.
o Savills' standalone underlying EBITDA (Pre-IFRS 16) of £154 million is
calculated as:
§ Total underlying EBITDA (IFRS) of £215 million; less
§ Total depreciation (IFRS 16 leases) of £51 million; less
§ Total finance costs (IFRS 16 leases) of £10 million.
· The enlarged Group's global ranking for prime commercial real
estate transactions above $100 million is based on a pro forma total
transaction volume of $251 billion globally between 2021 and 2025 extracted
from MSCI Real Capital Analytics data.
· The enlarged Group's U.S. ranking for prime commercial real
estate transactions above $100 million is based on Eastdil Secured's
standalone total transaction volume of $139 billion extracted from MSCI Real
Capital Analytics data.
· Underlying earnings per share accretion is calculated on the
basis of:
o Expected pro forma underlying earnings per share of the enlarged Group;
divided by
o Savills' expected standalone underlying earnings per share for the same
period.
· EBITDA as referred to in net debt / EBITDA reflects adjusted
EBITDA on the basis currently used by the Group for purposes of calculation of
banking covenants.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "dollars", "USD", "U.S. Dollars", "$", and "cents" are to
the lawful currency of the United States of America.
All the times referred to in this Announcement are London times unless
otherwise stated.
Certain figures included in this Announcement have been subjected to rounding
adjustments.
Material Contracts
(A) Material contracts of the Group
The following is a summary of contracts which have been entered into by
Savills or another member of the Group (not being contracts entered into in
the ordinary course of business): (i) within the period of two years
immediately preceding the date of this Announcement that are, or may be,
material to the Group; or (ii) that contain any provisions under which any
member of the Group has any obligation or entitlement that is, or may be,
material to the Group, save as disclosed below.
Membership Interest Purchase Agreement (the "MIPA")
On 12 March 2026, Savills and Savills America Limited (the "Buyer") entered
into the MIPA with, amongst others, Elbert Investments Pte. Ltd. ("Temasek"),
GIES, LLC (a fund managed by Guggenheim), Wells Fargo Central Pacific
Holdings, Inc. ("Wells Fargo"), ES EI LLC, ES SPI LLC, ES SPI International
Partners LLC (together, the "Sellers") and ES EI Manager LLC (the "Seller
Representative") in respect of Eastdil Secured.
Consideration
Under the terms of the MIPA, the Buyer will acquire Eastdil Secured for a
total consideration of $921.25 million (c.£685 million), consisting of:
· $552.75 million (c.£411 million) payable in cash on Completion,
subject to customary completion adjustments and agreed holdback amounts at
Completion; and
· the Consideration Shares.
The holders of the Consideration Shares will be subject to the terms of the
Lock-in Deeds and the Non-Solicit and Non-Compete Agreements (as applicable,
and more particularly described below).
Representations and warranties
The Sellers and Eastdil Secured have given representations and warranties to
the Buyer that are fulsome and customary for a transaction of this nature.
The Buyer and Savills have also given limited representations and warranties
to the Sellers that are customary for a transaction of this nature.
Savills parent guarantee
Savills has agreed to provide a parent guarantee of the Buyer's obligations
under the MIPA.
Pre-Completion covenants
Eastdil Secured and the Sellers have agreed to customary interim operating
covenants restricting the conduct of the business of Eastdil Secured during
the period between signing and Completion.
During the period between signing and Completion (the "Gap Period"), Eastdil
Secured and the Sellers must operate in the ordinary course of business and
preserve material business relationships.
The MIPA contains negative covenants restricting actions outside the ordinary
course without prior Buyer consent, including limitations on indebtedness,
capital expenditures, asset disposals, changes to compensation and benefit
plans, tax elections, material contracts, litigation settlements, and changes
in business scope.
The MIPA also includes an exclusivity regime, prohibiting Eastdil Secured and
the Sellers from soliciting or engaging in alternative acquisition
transactions during the Gap Period.
Conditions to Completion
Completion of the Transaction is subject to (i) the satisfaction of certain
regulatory conditions, (ii) no governmental order, injunction or other legal
restraint prohibiting or restricting completion of the mergers; and (iii)
accuracy of representations and warranties, and performance of the MIPA
covenants.
Limitations of liability
The Buyer will obtain customary representation and warranty insurance.
Consistent with an insured transaction of this nature, all representations and
warranties under the MIPA terminate at Completion. Any post-Completion
recourse under the MIPA is limited to (i) fraud, (ii) certain surviving
covenants; and (iii) claims against the Holdback Agreement (as more
particularly described below).
Termination
The MIPA contains customary termination provisions including (i) by mutual
written consent; (ii) by either party if Completion has not occurred by 31
December 2026; (iii) by either party if a governmental order permanently
prohibiting the Transaction becomes final and non-appealable; (iv) by either
party for an unremedied material breach by the other; or (v) if the Buyer and
Savills fail to perform their obligations at Completion despite all other
conditions under the MIPA being met. Certain confidentiality and liability
provisions survive termination of the MIPA.
Governing Law and Jurisdiction
The MIPA is governed by the laws of the State of Delaware and the parties have
submitted to the exclusive jurisdiction of the courts of the State of
Delaware.
Documents in connection with the MIPA
The following documents have been or will be entered into by Savills and/or
the Buyer in connection with the MIPA.
· Certain employees entered into a non-solicit and non-compete
agreement in favour of the Buyer as at the date of this Announcement and a
further category of employees will enter into non-solicit and non-compete
agreements in favour of the Buyer at Completion (together, the "Non-Solicit
and Non-Compete Agreements"). Each of these Non-Solicit and Non-Compete
Agreements have been and will be entered into as a condition to the
consummation of the Transaction and contain non-solicit and non-compete
provisions which, if breached, will result in forfeiture of a significant
majority of their unvested Consideration Shares.
· Each of Temasek, GIES, LLC and Wells Fargo will enter into
lock-in deeds with Savills at or prior to Completion restricting the disposal
of their Consideration Shares (subject to certain limited customary
exceptions), with their Consideration Shares being released from lock-up in
two equal instalments on the 12-month and 18-month anniversaries of Completion
(the "Lock-In Deeds").
· The Holdback Agreement between the Buyer, the Seller
Representative, Wilmington Trust and National Association (as the Holdback
agent) to support a post-Completion purchase price adjustment and true-up and
satisfy certain indemnities will be entered into to govern the deposit,
holding, and disbursement of specified holdback amounts into an escrow account
and contains standard escrow provisions including indemnification, limitation
of liability, resignation procedures, and termination upon full disbursement
(the "Holdback Agreement").
New Facility
On 12 March 2026, (1) Savills as parent, (2) the Buyer as borrower, (3) the
Original Guarantors set out therein, (4) Lloyds Bank plc and National
Westminster Bank plc as mandated lead arrangers, (5) Lloyds Bank plc and
National Westminster Bank plc as original lenders (the "Lenders") and (6)
Lloyds Bank plc as agent of the other Finance Parties (as defined therein)
have entered into the New Facility.
Under the terms of the New Facility, the Lenders make available an unsecured
term loan facility of up to $800 million to the Buyer for the purpose of
financing payment of the acquisition of Eastdil Secured and payment of
acquisition costs.
The maturity date of the facility is twelve months from signing, with two
six-month extension options available.
The New Facility contains customary representations and warranties, and
provisions relating to change of control, mandatory and voluntary prepayment
and cancellation of the facility that are customary for a loan facility of
this nature.
The facility benefits from guarantees from the Original Guarantors. Eastdil
Secured and certain of its subsidiaries must accede as guarantors after
Completion of the Transaction.
(B) Material contracts of Eastdil Secured
Eastdil Secured has not entered into any material contracts in the two years
immediately preceding the date of this Announcement, save for contracts
entered into in the ordinary course.
Key Individuals
The Eastdil Secured Leadership Team comprises the following individuals:
Roy H. March, Executive Chairman of Eastdil Secured
Roy serves as Executive Chairman of Eastdil Secured. He previously served as
Chief Executive Officer of the firm and has more than 48 years of experience
at Eastdil Secured advising on large-scale, strategic capital markets
transactions, real estate and infrastructure financings, sales, acquisitions
and capital raises across the United States, Europe and East Asia. Roy has
played a primary role in the firm's growth into a leading global real estate
investment banking platform and has advised on numerous transformational
transactions across property types and geographies.
He serves on various industry, corporate and community boards, including as a
Trustee and member of the Global Board of the Urban Land Institute and the ULI
Foundation. He is a past Chairman of the Advisory Board of the Samuel Zell and
Robert Lurie Real Estate Center at The Wharton School of the University of
Pennsylvania and serves on the Board of Directors of the Real Estate
Roundtable. He previously served on the Board of Directors of the Pension Real
Estate Association (PREA).
Education: B.A., University of California, Davis.
D. Michael "Mike" Van Konynenburg, Chief Executive Officer of Eastdil Secured
Mike serves as Chief Executive Officer of Eastdil Secured. He previously
served as President of the firm and has extensive experience advising real
estate owners and investors on large and complex financings, capital raises
and investment banking transactions.
Mike co-founded Secured Capital Corp in 1990 and served as its President and
Chief Executive Officer until its merger with Eastdil in 2006. Prior to his
association with Secured Capital, Mike was a Senior Vice President in Drexel
Burnham Lambert's Commercial Mortgage-Backed Securities Department, where he
was responsible for trading and structuring various CMBS securities.
Mike serves as a founding board member of the Ziman Center for Real Estate at
the UCLA Anderson School of Management, is a Trustee of the Urban Land
Institute, and is a member of the Real Estate Capital Policy Advisory
Committee (RECPAC).
Education: B.S., University of California, Davis.
James "Mac" McCaffrey, President of Eastdil Secured
Mac serves as President of Eastdil Secured. He previously served as Head of
Europe after opening the firm's London office in 2010 and has extensive
experience advising clients on complex real estate transactions globally,
including property sales, joint ventures, financings and strategic capital
markets transactions across multiple asset classes.
Mac joined Eastdil Secured in 2007 to open the firm's Boston office. Prior to
joining the firm, he was a Principal at Trammell Crow Company and previously
spent 15 years at Meredith & Grew, where he was a Partner advising
institutional, corporate and entrepreneurial clients on investment real estate
transactions. Earlier in his career, Mac played professional basketball after
being drafted by the Phoenix Suns.
Mac is an active member of the Urban Land Institute and the Real Estate
Finance Association.
Education: B.S., Holy Cross College.
No additional Group directors are proposed to be appointed in connection with
the Transaction.
Significant Change in Financial Position
There has been no significant change in the financial position or financial
performance of the Group since 31 December 2025, being the end of the last
financial period for which financial information has been published.
IMPORTANT NOTICES
This Announcement contains inside information for the purposes of the Market
Abuse Regulation (Regulation (EU) No596/2014) including as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018. This Announcement is issued on behalf of the Group by
Chris Lee, Group Legal Director & Company Secretary.
This Announcement is not a prospectus and is not intended to, and does not
constitute, or form part of, any offer to sell or issue or any solicitation of
an offer to purchase, subscribe for, or otherwise acquire, any securities or a
solicitation of any vote or approval in any jurisdiction.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to Savills and no one else in connection with the
Transaction and will not be responsible to anyone other than Savills for
providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Transaction or any other matters referred to in this
Announcement. Neither Lazard nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this Announcement, any statement
contained herein or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG is registered in the
register of the companies for England and Wales (registration number BR000005)
with its registered address and principal place of business at 21 Moorfields,
London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority (BaFin).
With respect to activities undertaken in the UK, Deutsche Numis is authorised
by the Prudential Regulation Authority. It is subject to regulation by the
Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority.
Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), is acting exclusively as financial adviser and corporate
broker to Savills and no one else in connection with the Transaction and will
not regard any other person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than Savills for
providing the protections afforded to clients of Deutsche Numis nor for
providing advice in relation to the Transaction, the contents of this
Announcement, or any other matter referred to herein. Neither Deutsche Numis
nor any of its affiliates (nor any of its or their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with the Transaction, this Announcement, any
matter referred to herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the UK. UBS is acting exclusively as corporate broker and
financial adviser to Savills and no one else in connection with the
Transaction. In connection with such matters, UBS will not regard any other
person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the Transaction, the contents of this Announcement or any other
matter referred to herein.
No reliance may or should be placed by any person for any purpose whatsoever
on the information contained in this Announcement or on its completeness,
accuracy or fairness. Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this Announcement. This Announcement does not constitute a
recommendation concerning any investor's decision or options with respect to
the Transaction. The information in this Announcement is subject to change.
This Announcement may contain "forward-looking statements" with respect to
certain of the Group's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook", "potential" or other words of
similar meaning, or their negative. By their nature, all forward-looking
statements involve risk and uncertainty because they are based on numerous
assumptions regarding the Group's present and future business strategies,
relate to future events and depend on circumstances which are or may be beyond
the control of the Group and Eastdil Secured which could cause actual results
of trends to differ materially from those made in or suggested by the
forward-looking statements in this Announcement, including, but not limited
to, domestic and global economic business conditions; market-related risks
such as fluctuations in interest rates; the policies and actions of
governmental and regulatory authorities; the effect of competition, inflation
and deflation; the effect of legislative, fiscal, tax and regulatory
developments in the jurisdictions in which the Group and Eastdil Secured and
their respective affiliates operate; the effect of volatility in the equity,
capital and credit markets on profitability and ability to access capital and
credit; a decline in credit ratings of the Group and/or Eastdil Secured; the
effect of operational and integration risks; an unexpected decline in sales
for the Group and/or Eastdil Secured; inability to realise anticipated
synergies; any limitations of internal financial reporting controls; and the
loss of key personnel. Any forward-looking statements made in this
Announcement by or on behalf of the Group speak only as of the date they are
made. Save as required by the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, the UK Listing Rules or by applicable law, the Group
undertakes no obligation to update these forward-looking statements and will
not publicly release any revisions it may make to these forward-looking
statements that may occur due to any change in its expectations or to reflect
events or circumstances after the date of this Announcement.
No statement in this Announcement is intended as a profit forecast or a profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings, earnings per share of for the Group for
current or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow of the Group.
Neither the contents of Savills' website nor any website accessible by
hyperlinks on Savills' website is incorporated in, or forms part of, this
Announcement.
No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such Announcements must not be relied on as having been authorised by
Savills, Lazard, Deutsche Numis, UBS or any of their respective affiliates.
Notice to Overseas Investors
This Announcement may not be distributed, directly or indirectly, in or into
any jurisdiction where to do so might constitute a breach of applicable law.
This Announcement is for information purposes only and does not constitute or
form part of any offer or invitation to buy, subscribe for, or sell
Consideration Shares in the United States or any other jurisdiction in which
such offer or solicitation is unlawful. This Announcement is intended only to
comply with Savills' obligations under applicable disclosure rules and is not
intended to constitute marketing or promotion of the Consideration Shares in
the United States or to U.S. persons as such term is defined in Regulation S
promulgated under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act").
The Consideration Shares have not been and will not be registered under the
U.S. Securities Act or under the laws of any state or other jurisdiction of
the United States, and therefore may not be offered or sold, directly or
indirectly, in or into the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act. No public offering of securities is being made in the
United States. The Transaction relates to the securities of an English company
and is subject to UK procedural and disclosure requirements that are different
from those of the United States. Any financial statements or other financial
information included in this document may have been prepared in accordance
with non-U.S. accounting standards that may not be comparable to the financial
statements of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. It may be difficult for U.S. holders of Consideration Shares to
enforce their rights and any claims they may have arising under the U.S.
federal securities laws in connection with the Transaction, since Savills is
located in a country other than the United States, and some or all of its
officers and directors may be residents of countries other than the United
States. U.S. holders of Consideration Shares may not be able to sue Savills or
its officers and directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel Savills and its
affiliates to subject themselves to the jurisdiction or judgment of a U.S.
court.
The securities described in this Announcement have not been, and will not be,
registered or qualified for sale under the applicable laws of Australia,
Canada, Japan, the Republic of South Africa or New Zealand, and may not be
offered or sold to any national, resident or citizen of Australia, Canada,
Japan, the Republic of South Africa or New Zealand, or of any other
jurisdiction where to do so might constitute a breach of applicable law
(collectively and together with the United States, the "Excluded
Territories"). No public offering of securities is being made in the Excluded
Territories.
The release, publication or distribution of this Announcement, the
Consideration Shares in or into jurisdictions other than the United Kingdom
may be restricted by laws and/or regulations of those jurisdictions. Persons
who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and should observe, any applicable
requirements. Any failure to comply with these requirements may constitute a
violation of the securities laws of any such jurisdiction. Unless otherwise
determined by Savills, and permitted by applicable law and regulation, the
Transaction will not be implemented and documentation relating to the
Transaction shall not be made available, directly or indirectly, in, into or
from an Excluded Territory where to do so would violate the laws of that
jurisdiction. Accordingly, copies of this Announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from any Excluded Territory and persons with access to this
Announcement and any documents relating to the Transaction (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Excluded Territory.
This Announcement has been prepared for the purpose of complying with English
law and applicable regulations and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of England.
Except in the United Kingdom, no action has been taken to permit the
distribution of this Announcement in any jurisdiction where any action would
be required for such purpose. It is the responsibility of each person into
whose possession this Announcement comes to satisfy themselves as to the full
observance of the laws and regulations of the relevant jurisdiction in
connection with the distribution of this Announcement and the receipt of the
Consideration Shares and to obtain any governmental, exchange control or other
consents which may be required, comply with other formalities which are
required to be observed and pay any issue, transfer or other taxes due in such
jurisdiction. To the fullest extent permitted by applicable law, Savills, the
Savills directors, the Group, Lazard, Deutsche Numis, and UBS and all other
persons involved in the Transaction disclaim any responsibility or liability
for the failure to satisfy any such laws, regulations or requirements by any
person.
DEFINITIONS
"Admission"
the admission of the Consideration Shares to trading on the London Stock
Exchange's main market for listed securities;
"Announcement"
this announcement made pursuant to UKLR 7.3.1R and 7.3.2R;
"Buyer"
Savills America Limited;
"Completion"
completion of the Transaction for the purposes of the MIPA in accordance with
its terms;
"Consideration
Shares"
the 27,658,880 new Savills ordinary shares to be issued to the ultimate
holders of equity interests in Eastdil Secured in accordance with the terms of
the MIPA;
"Eastdil
Secured"
Eastdil Secured Holdings, LLC;
"Eastdil Secured Leadership Team" Roy H. March, D.
Michael Van Konynenburg and James McCaffrey;
"Equity
Pool"
the $62.5 million equity pool to be established by Savills for relevant
employees of the enlarged Group and future hires;
"Excluded
Territories"
Australia, Canada, Japan, the Republic of South Africa or New Zealand, or of
any other jurisdiction where to do so might constitute a breach of applicable
law, collectively and together with the United States;
"FCA"
the Financial Conduct Authority of the United Kingdom;
"Gap
Period"
the period between signing and Completion;
"Guggenheim"
institutional clients of Guggenheim Partners Investment Management, LLC;
"Last Practicable
Date" 10
March 2026;
"Lenders"
Lloyds Bank plc and National Westminster Bank plc as original lenders;
"Market Abuse Regulation"
means the UK version of the Market Abuse Regulation (EU) No.596/2014, which
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018);
"MIPA"
the Membership Interest Purchase Agreement entered into between, amongst
others, Eastdil Secured and Savills on 12 March 2026 and conditional upon
Completion;
"New
Facility"
the new bridge facility of up to $800 million;
"Non-underlying
Items"
includes the difference between IFRS 2 charges related to outstanding
bonus-related deferred share awards and the estimated value of the current
year bonus pool expected to be allocated to deferred share awards;
amortisation arising from business combinations; items that are considered
significant in size and non-operational in nature including restructuring
costs; impairments of goodwill and intangible assets arising from business
combinations and profits or losses arising on disposals of subsidiaries and
other investments; and significant transaction-related costs associated with
business combinations;
"REIB"
Real Estate Investment Banking;
"ROCE"
return on capital employed;
"ROIC"
return on invested capital;
"SIP"
Special Incentive Programme;
"Savills" or the
"Group"
Savills plc and its subsidiaries and subsidiary undertakings from time to
time, and where the context permits, each of them;
"Sellers"
Temasek, GIES, LLC, Wells Fargo, ES EI LLC, ES SPI LLC, ES SPI International
Partners LLC;
"Seller
Representative"
ES EI Manager LLC;
"Temasek"
Elbert Investments Pte. Ltd.;
"Transaction"
the acquisition by Savills of Eastdil Secured;
"UKLRs"
the UK Listing Rules, made by the Financial Conduct Authority under Part 6 of
the Financial Services and Markets Act 2000, as amended from time to time;
"Underlying earnings per share" Underlying
profit before tax less the underlying income tax expense to arrive at
underlying profit after tax. The underlying income tax expense is the income
tax expense excluding the tax effect of the adjustments made to arrive at
underlying profit before tax and other tax effects related to these
adjustments. The weighted average number of shares utilised in the underlying
earnings per share calculation remains the same as the GAAP measure;
"Underlying
EBITDA"
EBITDA before Non-underlying Items;
"Underlying profit before tax"
reported profit before tax, excluding non-underlying items;
"U.S. Securities
Act"
the U.S. Securities Act of 1933, as amended;
"WACC"
weighted average cost of capital; and
"Wells
Fargo"
Wells Fargo Central Pacific Holdings, Inc.
1 (#_ftnref1) Eastdil Secured's standalone underlying EBITDA is based on
U.S. GAAP.
2 (#_ftnref2) Unlevered ROIC defined as enlarged Group incremental
underlying net operating profit after tax / Eastdil Secured's enterprise
value.
3 (#_ftnref3) ROCE defined as enlarged Group underlying EBIT / (average
shareholder funds plus average gross debt).
4 (#_ftnref4) Measured in line with Savills debt facility covenants.
5 (#_ftnref5) Source: MSCI Real Capital Analytics. Based on total
transaction volume.
6 (#_ftnref6) Group pro forma underlying EBITDA margin based on U.S. GAAP
EBITDA for Eastdil Secured and Pre-IFRS 16 EBITDA for Savills.
7 (#_ftnref7) Total consideration is equal to the enterprise value of
$1,112.5 million, less Eastdil Secured's existing debt of $191.25 million.
8 (#_ftnref8) Total number of Consideration Shares is calculated based on
the volume weighted average price of Savills shares of 990 pence for the last
20 trading days ended on 10 March 2026.
9 (#_ftnref9) Excludes the cash outflow related to the SIP.
10 (#_ftnref10) Operating cash flow conversion defined as cash generated
from operating activities as a percentage of underlying EBITDA.
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