NEW YORK, Dec. 15, 2017 /PRNewswire/ -- BGC Partners, Inc.
(NASDAQ: BGCP) ("BGC") and Newmark Group, Inc., a subsidiary of BGC
that holds BGC's Real Estate Services business ("Newmark"),
announced today the pricing of Newmark's initial public offering
("IPO") of 20 million shares of Newmark's Class A common stock at a
price to the public of $14.00 per
share. Newmark's Class A shares are expected to begin trading on
December 15, 2017 on the NASDAQ
Global Select Market under the symbol "NMRK", and the IPO is
expected to close on or about December 19,
2017, subject to customary closing conditions.
In addition, Newmark has granted the underwriters a 30-day
option to purchase up to an additional 3 million shares of
Newmark's Class A common stock at the IPO price, less underwriting
discounts and commissions.
At closing, BGC will own approximately 85.3% of the shares of
Newmark's Class A common stock (or approximately 83.4% of the
shares of Newmark's Class A common stock if the underwriters
exercise in full their option to purchase additional shares of
Newmark's Class A common stock).
BGC currently expects to pursue a distribution to its
stockholders of all of the shares of Newmark common stock that BGC
then owns in a manner that is intended to qualify as generally
tax-free for U.S. federal income tax purposes. As currently
contemplated, shares of Newmark's Class A common stock held by BGC
would be distributed to the holders of shares of Class A common
stock of BGC. Furthermore, shares of Newmark's Class B common stock
held by BGC would be distributed to the holders of shares of Class
B common stock of BGC. The determination of whether, when and how
to proceed with any such distribution is entirely within the
discretion of BGC. The shares of Newmark's common stock that BGC
will own upon the completion of the IPO will be subject to a
180-day "lock-up" restriction.
Goldman Sachs & Co. LLC, BofA Merrill Lynch, and Citigroup
are acting as joint book-running managers for the offering. Cantor
Fitzgerald & Co. is acting as a book-runner for the offering.
PNC Capital Markets LLC, Mizuho Securities, Capital One
Securities, and Keefe, Bruyette & Woods are acting as passive
book-runners for the offering. Sandler O'Neill + Partners, L.P.,
Raymond James, Regions Securities
LLC, CastleOak Securities, L.P., and Wedbush Securities are acting
as co-managers for the offering.
The offering is being made only by means of a prospectus. Copies
of the final prospectus relating to the offering may be obtained
from Goldman Sachs & Co. LLC, at: Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, NY 10282; telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing
prospectusgroup-ny@ny.email.gs.com; BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte,
NC 28255-0001, Attn: Prospectus Department, or by email at
dg.prospectus_requests@baml.com; Citigroup at: Citigroup c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by
telephone: 800-831-9146; or Cantor Fitzgerald & Co., Attn:
Prospectus Group, 499 Park Avenue, New
York, NY 10022, or by telephone at 1-212-915-1067 or by
email at prospectus@cantor.com.
A registration statement relating to these securities has been
filed with, and declared effective by, the U.S. Securities and
Exchange Commission. Copies of the registration statement can be
accessed through the SEC's website at www.sec.gov. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy these securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About BGC Partners, Inc.
BGC Partners is a leading
global brokerage company servicing the financial and real estate
markets. BGC owns GFI Group Inc., a leading intermediary and
provider of trading technologies and support services to the global
OTC and listed markets. BGC's Financial Services offerings include
fixed income securities, interest rate swaps, foreign exchange,
equities, equity derivatives, credit derivatives, commodities,
futures, and structured products. BGC provides a wide range of
services, including trade execution, broker-dealer services,
clearing, trade compression, post trade, information, and other
services to a broad range of financial and non-financial
institutions. Through brands including FENICS, BGC Trader,
Capitalab, Lucera, and FENICS Market Data, BGC offers financial
technology solutions, market data, and analytics related to
numerous financial instruments and markets. BGC's customers include
many of the world's largest banks, broker-dealers, investment
banks, trading firms, hedge funds, governments, corporations,
property owners, real estate developers, and investment firms.
BGC's common stock trades on the NASDAQ Global Select Market under
the ticker symbol (NASDAQ: BGCP). BGC also has an outstanding bond
issuance of Senior Notes due June 15,
2042, which trade on the New York Stock Exchange under the
symbol (NYSE: BGCA).
About Newmark Group, Inc.
Newmark is a full-service
commercial real estate services business that offers a complete
suite of services and products for both owners and occupiers across
the entire commercial real estate industry through brands,
including Newmark Knight Frank,
Newmark Cornish & Carey,
Apartment Realty Advisors ("ARA"), Computerized Facility
Integration, and Excess Space. Newmark's investor/owner services
and products include capital markets, which consists of investment
sales, agency leasing, property management, valuation and advisory,
diligence, underwriting and, under other trademarks and names like
Berkeley Point and NKF Capital Markets, government sponsored
enterprise lending, loan servicing, debt and structured finance and
loan sales. Newmark's occupier services and products include tenant
representation, real estate management technology systems,
workplace and occupancy strategy, global corporate services
consulting, project management, lease administration and facilities
management. Newmark enhances these services and products through
innovative real estate technology solutions and data analytics
designed to enable its clients to increase their efficiency and
profits by optimizing their real estate portfolio. Newmark has
relationships with many of the world's largest commercial property
owners, real estate developers and investors, as well as Fortune
500 and Forbes Global 2000 companies.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains forward-looking
statements that are subject to substantial risks and uncertainties.
Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. For
example, words such as "may," "will," "should," "estimates,"
"predicts," "potential," "continue," "strategy," "believes,"
"anticipates," "plans," "expects," "intends" and similar
expressions are intended to identify forward-looking
statements.
Actual results and the outcome and timing of certain events may
differ significantly from the expectations discussed in the
forward-looking statements. Factors that might cause or contribute
to such a discrepancy include, but are not limited to: the
possibility that the IPO may disrupt or have an adverse effect on
BGC's or Newmark's businesses; the expected timetable for
completing the IPO and any potential distribution to BGC's
stockholders of shares of Newmark common stock (the
"Distribution"); the possibility that the IPO or the Distribution
will not be consummated within the anticipated timetable or at all,
including as the result of regulatory, market and other conditions;
the potential that BGC and Newmark will not realize all or any of
the expected benefits of the separation of Newmark from BGC and the
IPO; and the possibility that changes in interest rates, commercial
real estate values, the regulatory environment, the effects of
weather events or natural disasters, pricing or other competitive
pressures, and other market conditions or factors could cause the
results of BGC or Newmark to differ from the forward-looking
statements contained or incorporated by reference herein. 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 and BGC's filings with
the U.S. Securities and Exchange Commission. Except as required by
law, Newmark and BGC undertake no obligation to update any
forward-looking statements.
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