NEW YORK, Nov. 30, 2018 /PRNewswire/ -- Newmark Group, Inc.
(NASDAQ: NMRK) ("Newmark", or the "Company"), which, through
subsidiaries, operates a leading full-service commercial real
estate services business, today announced that BGC Partners, Inc.
(NASDAQ: BGCP) ("BGC Partners" or "BGC") had completed its
previously announced distribution of all of the shares of Newmark
held by BGC to stockholders of BGC.1 BGC distributed these Newmark
shares through a special pro rata stock dividend (the "Spin-Off" or
the "Distribution").
The Spin-Off was effective as of 12:01
a.m., New York City time,
on November 30, 2018 (the
"Distribution Date") to BGC stockholders of record as of the close
of business on November 23, 2018 (the
"Record Date"). Based on the number of shares of BGC Partners Class
A common stock outstanding as of the close of business on the
Record Date, stockholders of BGC Partners Class A common stock
received 0.463895 of a share of Newmark Class A common stock in the
Distribution for every one share of BGC Partners Class A common
stock held as of the Record Date.2 Following the
Spin-Off, BGC no longer held any shares of Newmark.
Additional Information Regarding the Spin-Off
Transaction
Newmark's Class A common share count increased from approximately 139
million shares to approximately 155 million shares and float
increased from approximately 23 million shares to approximately
150 million shares in connection with the Spin-Off.3
The Newmark shares that were distributed were delivered in
book-entry form, and BGC Partners stockholders who hold their
shares of BGC Class A common stock through brokers or other
nominees will have their shares of Newmark Class A common stock
credited to their accounts by their brokers or other nominees. The
Spin-Off is intended to qualify as generally tax free to BGC
stockholders for U.S. federal income tax purposes.
Goldman Sachs & Co. LLC, Cantor Fitzgerald & Co. and
BofA Merrill Lynch served as financial advisors to BGC in
connection with the Spin-Off, while Wachtell, Lipton, Rosen &
Katz and Morgan, Lewis & Bockius LLP served as legal
advisors.
About Newmark Group, Inc.
Newmark Group, Inc.
("Newmark Group") is a publicly traded company that, through
subsidiaries, operates as a full-service commercial real estate
services business with a complete suite of services and products
for both owners and occupiers across the entire commercial real
estate industry. Under the Newmark Knight Frank name, the
investor/owner services and products of Newmark Group's
subsidiaries include capital markets (including investment sales),
agency leasing, property management, valuation and advisory,
diligence and underwriting. Newmark Group's subsidiaries also offer
government sponsored enterprise lending, loan servicing, debt and
structured finance, and loan sales. Newmark Group's occupier
services and products include tenant representation, global
corporate services, real estate management technology systems,
workplace and occupancy strategy, consulting, project management,
lease administration and facilities management. Newmark Group
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 Group 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. Newmark
Group's Class A common stock trades on the NASDAQ Global Select
Market under the ticker symbol "NMRK". Newmark is a
trademark/service mark and/or registered trademark/service mark of
Newmark Group and/or its affiliates. Knight Frank is a service mark
of Knight Frank (Nominees) Limited. Find out more about Newmark at
http://www.ngkf.com/, https://twitter.com/newmarkkf,
https://www.linkedin.com/company/newmark-knight-frank/, and/or
http://ir.ngkf.com/investors/investors-home/default.aspx.
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.
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 set forth
in these filings and any updates to such risk factors contained in
subsequent Forms 10-K, Forms 10-Q or Forms 8-K.
Media Contact:
Karen
Laureano-Rikardsen
+1 212-829-4975
Investor Contacts:
Ujjal Basu Roy, Kelly
Collar, or Jason McGruder
+1 212-610-2426
1 This includes the shares of Newmark Class A and
Class B common stock owned by BGC, as well as the shares of Newmark
common stock into which the limited partnership units of Newmark
Holdings, L.P. and Newmark Partners, L.P. owned by BGC were
exchanged prior to and in connection with the Spin-Off.
2 The ratio of shares of Newmark Class B common stock
distributed in the Distribution in respect of each share of BGC
Partners Class B common stock (which is not publicly traded)
outstanding on the Record Date is identical. The distribution ratio
was determined based on the respective number of shares of BGC
Class A and Class B common stock outstanding on the Record Date and
the respective number of shares of Newmark Class A and Class B
common stock held by BGC immediately prior to the effective time of
the Distribution.
3 The float is defined as Class A common shares not
owned by Cantor Fitzgerald, L.P. or its affiliates or by the
executive officers and directors of Newmark. BGC's stockholders
received cash in lieu of any fraction of a share of Newmark common
stock that they otherwise would have received.
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