Newmark Group Reports New Material Financial Obligation

TL;DR

**Newmark just took on a new material financial obligation, watch for details.**

AI Summary

Newmark Group, Inc. filed an 8-K on January 12, 2024, to report an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation." This filing indicates that Newmark has entered into a significant new financial commitment, which could impact its balance sheet and future financial performance. For investors, this matters because new financial obligations can affect a company's profitability, cash flow, and overall risk profile, potentially influencing stock valuation.

Why It Matters

This filing signals a new financial commitment for Newmark Group, Inc., which could affect its financial health and future earnings, directly impacting shareholders.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without specifying the amount or terms, creating uncertainty about its potential impact on the company's risk profile.

Analyst Insight

Investors should monitor Newmark Group, Inc.'s future filings and announcements for specific details regarding the nature, size, and terms of this new material definitive agreement and financial obligation to assess its potential impact on the company's financial health and stock valuation.

Key Players & Entities

• Newmark Group, Inc. (company) — the registrant filing the 8-K
• January 12, 2024 (date) — date of earliest event reported and filing date
• 001-38329 (other) — Commission File Number for Newmark Group, Inc.
• NMRK (other) — Trading Symbol for Newmark Group, Inc. Class A Common Stock
• The Nasdaq Stock Market LLC (other) — exchange where Newmark Group, Inc. Class A Common Stock is registered

Forward-Looking Statements

• Newmark Group, Inc. will provide more details about the material definitive agreement and financial obligation in a subsequent filing or earnings call. (Newmark Group, Inc.) — high confidence, target: Q1 2024 earnings call

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value NMRK The Nasdaq Stock Mar
• $600.0 million — or the "Company") closed an offering of $600.0 million aggregate principal amount of its 7.500
• $125.0 million — jority stockholder ("Cantor") purchased $125.0 million aggregate principal amount of 7.500% No
• $594.7 million — ng of the 7.500% Notes of approximately $594.7 million after deducting the initial purchasers'
• $420.0 million — oceeds to repay all or a portion of the $420.0 million outstanding under its Delayed Draw Term
• $100.0 million — acceleration to other debt in excess of $100.0 million and bankruptcy events, all subject to t

Filing Documents

• d72459d8k.htm (8-K) — 36KB
• d72459dex42.htm (EX-4.2) — 188KB
• d72459dex101.htm (EX-10.1) — 100KB
• d72459dex991.htm (EX-99.1) — 5KB
• 0001193125-24-007547.txt ( ) — 521KB
• nmrk-20240112.xsd (EX-101.SCH) — 3KB
• nmrk-20240112_lab.xml (EX-101.LAB) — 17KB
• nmrk-20240112_pre.xml (EX-101.PRE) — 11KB
• d72459d8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. The information required by this Item 1.01 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this Item 2.03 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

01

Item 8.01. Other Events. On January 12, 2024, Newmark Group, Inc. (the "Registrant," "Newmark," or the "Company") closed an offering of $600.0 million aggregate principal amount of its 7.500% senior notes due 2029 (the "7.500% Notes"). The 7.500% Notes are general senior unsecured obligations of the Company. The initial purchasers in the offering were BofA Securities, Inc., Cantor Fitzgerald & Co., Wells Fargo Securities, LLC, PNC Capital Markets LLC, Regions Securities LLC, Goldman Sachs & Co. LLC, Citizens JMP Securities, LLC, Fifth Third Securities, Inc., U.S. Bancorp Investments, Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., Raymond James & Associates, Inc., WR Securities, LLC, UMB Financial Services, Inc., Comerica Securities, Inc., ICBC Standard Bank Plc, KeyBanc Capital Markets Inc., CastleOak Securities, L.P., and Santander US Capital Markets LLC. Cantor Fitzgerald, L.P., the Company's majority stockholder ("Cantor") purchased $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 received net proceeds from the offering of the 7.500% Notes of approximately $594.7 million after deducting the initial purchasers' discounts and estimated offering expenses. The 7.500% Notes were issued pursuant to an Indenture, dated as of November 6, 2018 (the "Base Indenture"), as supplemented by the Second Supplemental Indenture, dated as of January 12, 2024 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and Regions Bank, as trustee (the "Trustee"). The 7.500% Notes bear interest at a rate of 7.500% per year, payable in cash on January 12 and July 12 of each year, commencing July 12, 2024. The 7.500% Notes will mature on January 12, 2029. The Company intends to use the net proceeds to repay all or a portion of the $

Financial Statements and Exhibits

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 Exhibit Number Description 4.1 Indenture, dated as of November 6, 2018, between Newmark Group, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on November 8, 2018) 4.2 Second Supplemental Indenture, dated as of January 12, 2024, between Newmark Group, Inc. and Regions Bank, as trustee 4.3 Form of Newmark Group, Inc. 7.500% Senior Notes due 2029 (included in Exhibit 4.2) 10.1 Registration Rights Agreement, dated as of January 12, 2024, between Newmark Group, Inc. and the parties named therein 99.1 Newmark Group, Inc. press release dated January 12, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Newmark Group, Inc. Date: January 12, 2024 By: /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR