Newmark Announces Extension of Exchange Offer for its 7.500% Senior Notes Due 2029

Rhea-AI Summary

Newmark (Nasdaq: NMRK) has extended its exchange offer for $475 million of its 7.500% Senior Notes due 2029. The offer, originally set to expire on July 10, 2024, is now extended to July 12, 2024. As of July 10, approximately $473.7 million of the Old Notes were tendered, representing 99.7% participation, excluding some notes held by Cantor Fitzgerald, which owns $125 million of the $600 million issued in January 2024. Cantor will not participate in the exchange but plans to resell their notes under a future registration statement. The terms are detailed in a prospectus dated June 10, 2024.

Positive

• High participation rate with 99.7%, or $473.7 million, of the Old Notes tendered.
• Extension of the offer provides additional time for holders to participate.

Negative

• Cantor Fitzgerald, holding $125 million in Old Notes, will not participate in the exchange, opting to resell later, potentially causing future market impacts.

NEW YORK, July 11, 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 Wednesday, July 10, 2024, will now expire at 5:00 p.m., New York City time, on July 12, 2024, unless further extended. Approximately $473.7 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 10, 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/newmark-announces-extension-of-exchange-offer-for-its-7-500-senior-notes-due-2029--302194224.html

SOURCE Newmark Group, Inc.

FAQ

What is the new expiration date for Newmark's (NMRK) exchange offer?

The new expiration date for Newmark's exchange offer is July 12, 2024, at 5:00 p.m. New York City time.

How much of Newmark's (NMRK) 7.500% Senior Notes due 2029 were tendered?

Approximately $473.7 million, or 99.7%, of the Old Notes were tendered in the exchange offer.

Will Cantor Fitzgerald participate in Newmark's (NMRK) exchange offer?

No, Cantor Fitzgerald will not participate in the exchange offer and plans to resell their $125 million in Old Notes under a future registration statement.

When was Newmark's (NMRK) exchange offer initially set to expire?

Newmark's exchange offer was originally set to expire on July 10, 2024.

Where can I obtain the prospectus for Newmark's (NMRK) exchange offer?

The prospectus for Newmark's exchange offer can be obtained from Regions Bank Corporate Trust Department, Attention: Vanessa Williams.