Cbre Group Inc. (CBG): ValueAct Capital Raises Stake, Signs $250 Million Purchase Agreement With Goldman Sachs

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Page 8 of 16 – SEC Filing
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 8 of 16
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THIS AMENDMENT NO. 7 TO SCHEDULE 13D (THIS “AMENDMENT NO.7”), AMENDS AND
SUPPLEMENTS THE SCHEDULE 13D (THE INITIAL “13D”) FILED ON DECEMBER 27, 2011
(THE INITIAL 13D AND, AS AMENDED AND SUPPLEMENTED THROUGH THE DATE OF THIS
AMENDMENT NO.7, COLLECTIVELY THE “SCHEDULE 13D”), BY THE REPORTING PERSONS,
RELATING TO THE CLASS A COMMON STOCK, $0.01 PAR VALUE (THE “COMMON STOCK”),
OF THE ISSUER, A DELAWARE CORPORATION. CAPITALIZED TERMS NOT DEFINED IN THIS
AMENDMENT NO.7 SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE INITIAL 13D.

THE INFORMATION SET FORTH IN RESPONSE TO EACH SEPARATE ITEM BELOW SHALL BE
DEEMED TO BE A RESPONSE TO ALL ITEMS WHERE SUCH INFORMATION IS RELEVANT. THE
SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS:

Item 4. Purpose of Transaction

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated
herein by reference.

The Reporting Persons purchased the securities of the Issuer reported
herein in the Reporting Persons’ ordinary course of business and based on
their belief that the securities are undervalued and represent an attractive
investment opportunity.

Brandon B. Boze, a partner of ValueAct Holdings and ValueAct Holdings
GP, serves on the board of directors of the Issuer. The Reporting Persons
have had and intend to continue to have conversations with members of the
Issuer’s management and board of directors to discuss ways to enhance
shareholder value. The topics of these conversations will cover a range
of issues, including those relating to the business of the Issuer,
management, board composition, operations, capital allocation, asset
allocation, capitalization, dividend policy, financial condition, mergers and
acquisitions strategy, overall business strategy, executive compensation, and
corporate governance. The Reporting Persons may also have similar
conversations with other stockholders of the Issuer and other interested
parties, such as industry analysts, existing or potential strategic partners
or competitors, investment professionals, and other investors. The Reporting
Persons may at any time reconsider and change their intentions relating to
the foregoing.

The Reporting Persons may also take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D and may
discuss such actions with the Issuer’s management and the board of directors,
other stockholders of the Issuer, and other interested parties, such as those
set out above.

The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer’s board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Common Stock or selling some of all
of its Common Stock, and/or engaging in hedging or similar transactions with

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