Newmark Announces Launch of Exchange Offer For Its 7.500% Senior Notes Due 2029

Rhea-AI Summary

Newmark Group has announced an exchange offer for up to $475 million of its outstanding 7.500% Senior Notes due 2029. This offer is to swap the old notes for new notes registered under the Securities Act of 1933. The old notes, totaling $600 million, were issued in January 2024. Noteholders must submit their tenders by July 10, 2024. The offer aims to fulfill Newmark's obligations under a registration rights agreement and does not constitute a new financing transaction. Cantor Fitzgerald, Newmark's controlling stockholder, holds $125 million of the old notes but will not take part in the exchange.

Positive

• Newmark is offering a straightforward exchange of old notes for new ones, maintaining the same interest rate of 7.500%.
• The exchange offer shows Newmark's compliance with its registration rights obligations.
• No new financing is being sought, potentially indicating stable financial health.
• Cantor Fitzgerald's holding of $125 million in old notes demonstrates confidence in the company's debt instruments.

Negative

• The exchange offer is to $475 million out of the $600 million issued, leaving $125 million unaddressed.
• The exchange does not provide any new financial benefit to noteholders, as the interest rate remains unchanged at 7.500%.
• Cantor Fitzgerald, a major stakeholder, is not participating in the exchange offer, which might raise concerns among other investors.

NEW YORK, June 10, 2024 /PRNewswire/ -- Newmark Group, Inc. (Nasdaq: NMRK) ("Newmark" or the "Company"), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced an 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 will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer. The exchange offer is being made to satisfy the Company's obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes and does not represent a new financing transaction.

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.

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 Newmark's exchange offer for its 7.500% Senior Notes due 2029?

Newmark is offering to exchange up to $475 million of its outstanding 7.500% Senior Notes due 2029 for new notes registered under the Securities Act of 1933.

When does Newmark's exchange offer expire?

The exchange offer will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended.

Why is Newmark conducting an exchange offer for its Senior Notes?

Newmark is conducting the exchange offer to fulfill its obligations under a registration rights agreement associated with the issuance of the old notes.

What is the total value of Newmark's old Senior Notes issued in January 2024?

Newmark issued $600 million in aggregate principal amount of the old Senior Notes in January 2024.

Will Cantor Fitzgerald participate in Newmark's exchange offer?

No, Cantor Fitzgerald, which holds $125 million of the old notes, will not participate in the exchange offer.