Form 8-K - Current report

false 0001690680 0001690680 2024-06-10 2024-06-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2024

 

 

Newmark Group, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		001-38239		81-4467492
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

125 Park Avenue, New York, NY 10017

(Address of principal executive offices)

Registrant’s telephone number, including area code: [phone]

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		NMRK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 8.01.

Other Events.

On June 10, 2024, Newmark Group, Inc. (the “Registrant” or “Newmark”) issued a press release announcing an offer to exchange up to $475 million aggregate principal amount of its outstanding 7.500% Senior Notes due 2029 for an equivalent amount of 7.500% Senior Notes due 2029 registered under the Securities Act of 1933, as amended.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Discussion of Forward-Looking Statements About Newmark

Statements in this document and the attached press release regarding Newmark that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note Regarding Forward-Looking Information set forth in these filings, including Newmark’s most recent annual report on Form 10-K and any updates to such risk factors and Special Note Regarding Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Newmark Group, Inc. press release dated June 10, 2024
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

				Newmark Group, Inc.
Date: June 10, 2024				By:		/s/ Howard W. Lutnick
				Name:		Howard W. Lutnick
				Title:		Executive Chairman

Exhibit 99.1

 

NEWMARK ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 7.500% SENIOR NOTES DUE 2029

NEW YORK, NY — June 10, 2024 — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced an offer to exchange up to $475 million aggregate principal amount of its outstanding 7.500% Senior Notes due 2029 (the “Old Notes”) for an equivalent amount of its 7.500% Senior Notes due 2029 registered under the Securities Act of 1933, as amended (the “Exchange Notes”).

$600 million aggregate principal amount of Old Notes were issued and sold by the Company in January 2024 in a private offering.

The exchange offer will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer. The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes and does not represent a new financing transaction.

The terms of the exchange offer are set forth in a prospectus dated June 10, 2024. Copies of the prospectus and the other exchange offer documents may be obtained from the exchange agent:

Regions Bank

Corporate Trust Department

1180 West Peachtree Street NW, Suite 1200

Atlanta, GA 30309

Attention: Vanessa Williams

Email: [e-mail]

Telephone: [phone]

Facsimile (for Eligible Institutions only): [phone]

The Company’s controlling stockholder, Cantor Fitzgerald, L.P. (“Cantor”), holds $125 million aggregate principal amount of the $600 million aggregate principal amount of outstanding Old Notes. Cantor will not participate in the exchange offer. After the completion of the exchange offer, the Company intends to file a shelf registration statement to enable Cantor to resell such Old Notes pursuant to such registration statement.

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-4 (File No. 333-279341), which was declared effective on June 7, 2024.

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Discussion of Forward-Looking Statements About Newmark

Statements in this document regarding Newmark that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

MEDIA CONTACT:

Deb Bergman

[phone]

INVESTOR CONTACT:

Jason McGruder

[phone]

Document and Entity Information	Jun. 10, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001690680
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	Newmark Group, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38239
Entity Tax Identification Number	81-4467492
Entity Address, Address Line One	125 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	372-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 par value
Trading Symbol	NMRK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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