UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 27, 2018
Newmark Group, Inc.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 001-38329 | | 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:(212) 372-2000
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
| ☐ | 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. |
| ITEM 7.01. | REGULATION FD DISCLOSURE |
On March 27, 2018, BGC Partners, Inc. (“BGC”), the parent company of Newmark Group, Inc. (“Newmark” or the “Company”), issued a press release announcing that BGC has updated its consolidated outlook for the first quarter of 2018. BGC’s consolidated outlook includes Real Estate Services offered through the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated by reference herein.
Discussion of Forward-Looking Statements About BGC Partners and Newmark
Statements in this document and in the attached press release regarding BGC and 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. Except as required by law, BGC and Newmark undertake 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 BGC’s and Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in these filings and any updates to such risk factors contained in subsequent Forms10-K, Forms10-Q or Forms8-K.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | Newmark Group, Inc. |
| | |
Date: March 27, 2018 | | By: | | /S/ HOWARD W. LUTNICK |
| | Name: | | Howard W. Lutnick |
| | Title: | | Chairman |
[Signature Page to Form8-K, dated March 27, 2018, regarding BGC Partners, Inc.’s
2018 First Quarter Earnings Outlook]
