NEW YORK, July 15, 2024 /PRNewswire/ -- Newmark Group,
Inc. (Nasdaq: NMRK) ("Newmark" or "the Company"), a leading
commercial real estate adviser and service provider to large
institutional investors, global corporations, and other owners and
occupiers, today announced that it had extended its offer (the
"exchange 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, previously scheduled to expire at
5:00 p.m., New York City time, on Friday, July 12, 2024, will now expire at
5:00 p.m., New York City time, on Wednesday, July 17, 2024, unless further
extended. Approximately $473.8
million in aggregate principal amount, or 99.7%, of the
outstanding Old Notes were tendered in the exchange offer as of
5:00 p.m., New York City time, on July 12, 2024 (which excludes certain Old Notes,
as detailed below).
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: Vanessa.Williams2@regions.com
Telephone: (404) 221-4588
Facsimile (for Eligible Institutions only): (404) 581-3770
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.
ABOUT NEWMARK
Newmark Group, Inc. (Nasdaq: NMRK),
together with its subsidiaries ("Newmark"), is a world leader in
commercial real estate, seamlessly powering every phase of the
property life cycle. Newmark's comprehensive suite of services and
products is uniquely tailored to each client, from owners to
occupiers, investors to founders, and startups to blue-chip
companies. Combining the platform's global reach with market
intelligence in both established and emerging property markets,
Newmark provides superior service to clients across the industry
spectrum. For the year ended December 31,
2023, Newmark generated revenues of approximately
$2.5 billion. As of that same date,
Newmark's company-owned offices, together with its business
partners, operated from approximately 170 offices with 7,400
professionals around the world. To learn more, visit nmrk.com or
follow @newmark.
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.
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