Press Releases Regarding Private Notes Offering
On January 5, 2024, pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), Newmark Group, Inc. (the “Registrant,” “Newmark,” or the “Company”) issued a press release announcing its intention to commence a private offering of senior unsecured notes, subject to market conditions and other factors. Later on January 5, 2024, also pursuant to Rule 135c under the Securities Act, Newmark issued a press release announcing the pricing of a private offering of $600.0 million aggregate principal amount of its 7.500% senior unsecured notes due 2029 (the “7.500% Notes”). The 7.500% Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Cantor Fitzgerald, L.P., the Company’s majority stockholder (“Cantor”) has agreed that it or an affiliate will purchase $125.0 million aggregate principal amount of 7.500% Notes in the offering, which purchase was approved by the Audit Committee of the Board of Directors of the Company.
The Company intends to use the net proceeds from the sale of the 7.500% Notes to repay all or a portion of the $420.0 million outstanding under its Delayed Draw Term Loan Credit Agreement, dated as of August 10, 2023, by and among the Company, as borrower, the several financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent. Any additional net proceeds will be used to repay outstanding revolving debt, including with respect to borrowings under the Credit Agreement, dated as of November 30, 2018 and amended December 20, 2023, between Newmark and Cantor, and for general corporate purposes.
Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K. Nothing in this filing or the attached press releases shall constitute an offer to sell or a solicitation of an offer to purchase any notes.
Discussion of Forward-Looking Statements About Newmark
Statements in this report and in the attached press releases 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.
| 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.
EXHIBIT INDEX
