| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form8-K is incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 8.01 of this Current Report on Form8-K is incorporated herein by reference.
On November 28, 2018, Newmark Group, Inc. (“Newmark” or the “Company”) entered into a credit agreement by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $250 million three-year unsecured senior revolving credit facility (the “Revolving Credit Facility”).
Borrowings under the Revolving Credit Facility will bear interest at a per annum rate equal to, at the Company’s option, either (a) LIBOR for interest periods of one, two, three or six months, as selected by the Company, or upon the consent of all Lenders, such other period that is 12 months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.5%, (ii) the prime rate as established by the Administrative Agent, and(iii) one-month LIBOR plus 1.0%, in each case plus an applicable margin. The applicable margin will initially be 2.0% with respect to LIBOR borrowings in (a) above and 1.0% with respect to base rate borrowings in (b) above. The applicable margin with respect to LIBOR borrowings in (a) above will range from 1.25% to 2.25% depending upon the Company’s credit rating, and with respect to base rate borrowings in (b) above will range from 0.25% to 1.25% depending upon the Company’s credit rating. The Credit Agreement also provides for certain upfront and arrangement fees and for an unused facility fee.
The Credit Agreement contains financial covenants with respect to minimum interest coverage and maximum leverage ratio. The Credit Agreement also contains certain other customary affirmative and negative covenants and events of default.
The Company plans to use funds borrowed under the Credit Agreement for general corporate purposes.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
On November 28, 2018, the Company issued a press release announcing the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 30, 2018, the Company entered into an unsecured senior credit agreement (the “Intercompany Credit Agreement”) with Cantor Fitzgerald, L.P. (“CFLP”). The Intercompany Credit Agreement provides for each party to issue loans to the other party in the lender’s discretion. Pursuant to the Intercompany Credit Agreement, the parties and their respective subsidiaries (with respect to CFLP, other than BGC Partners, Inc. (“BGC”) and its subsidiaries) may borrow up to an aggregate principal amount of $250 million from each other from time to time at an interest rate which is the higher of CFLP’s or the Company’s short-term borrowing rate then in effect, plus 1.0%.
The foregoing description of the Intercompany Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Intercompany Credit Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
As previously disclosed, on December 13, 2017, the Company entered into an unsecured senior credit agreement with BGC, which was subsequently amended and restated on March 19, 2018 (the “Prior Intercompany Credit Agreement”). On November 30, 2018, the Prior Intercompany Credit Agreement was terminated in accordance with its terms, immediately prior to consummation of the Company’sspin-off from BGC on November 30, 2018.
