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

Rhea-AI Summary

Newmark Group, Inc. (Nasdaq: NMRK) has extended its exchange offer for its 7.500% Senior Notes due 2029. The offer, initially set to expire on July 12, 2024, has been extended to July 17, 2024. Approximately $473.8 million in aggregate principal amount, or 99.7%, of the outstanding Old Notes were tendered as of July 12, 2024. The exchange offer allows holders to swap up to $475 million of outstanding notes for an equivalent amount of notes registered under the Securities Act of 1933.

Notably, Cantor Fitzgerald, L.P., Newmark's controlling stockholder, holds $125 million of the $600 million outstanding Old Notes and will not participate in the exchange offer. Newmark plans to file a shelf registration statement to enable Cantor to resell these Old Notes after the exchange offer's completion.

Positive

• High participation rate with 99.7% of eligible Old Notes tendered
• Extension of exchange offer deadline may allow for increased participation

Negative

• Controlling stockholder Cantor Fitzgerald not participating in the exchange offer
• Extended deadline could indicate slower than expected participation

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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SOURCE Newmark Group, Inc.

FAQ

What is the new expiration date for Newmark's (NMRK) exchange offer for its 7.500% Senior Notes due 2029?

The new expiration date for Newmark's (NMRK) exchange offer is 5:00 p.m., New York City time, on Wednesday, July 17, 2024, unless further extended.

How much of Newmark's (NMRK) outstanding Old Notes were tendered as of July 12, 2024?

Approximately $473.8 million in aggregate principal amount, or 99.7%, of Newmark's (NMRK) outstanding Old Notes were tendered as of July 12, 2024.

What is the total amount of Old Notes that Newmark (NMRK) is offering to exchange?

Newmark (NMRK) is offering to exchange up to $475 million aggregate principal amount of its outstanding 7.500% Senior Notes due 2029.

How much of Newmark's (NMRK) Old Notes does Cantor Fitzgerald hold, and will they participate in the exchange offer?

Cantor Fitzgerald holds $125 million aggregate principal amount of Newmark's (NMRK) Old Notes and will not participate in the exchange offer.