UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2018
Newmark Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-38329 | 81-4467492 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
125 Park Avenue, New York, NY 10017
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 372-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ | Emerging growth company |
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 2.02. | Results of Operations and Financial Condition. |
On February 5, 2018, Newmark Group, Inc. (Newmark or the Company) and its parent company, BGC Partners, Inc. (BGC), issued a press release with respect to updated details regarding their fourth quarter and full year 2017 earnings conference calls and with respect to preliminary revenues for the fourth quarter of 2017. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 2.02 and Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished under Item 2.02 of Form 8-K. Such information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below.
Discussion of Forward-Looking Statements about BGC Partners and Newmark
Statements in the attached press release regarding BGC and 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, BGC and Newmark undertake 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 BGCs and Newmarks 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.
ITEM 9.01. | 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 No. |
Description | |
99.1 | BGC Partners, Inc. and Newmark Group, Inc. press release dated February 5, 2018 |
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: February 6, 2018 | By: | /S/ HOWARD W. LUTNICK | ||||
Name: |
Howard W. Lutnick | |||||
Title: |
Chairman and Chief Executive Officer |
[Signature Page to Form 8-K, dated February 5, 2018, regarding the updated details with respect to the Companys 2017 Fourth
Quarter and full year earnings conference calls]
Exhibit 99.1
BGC PARTNERS AND NEWMARK GROUP UPDATE FOURTH QUARTER EARNINGS
CONFERENCE CALL DETAILS
BGC Reports Preliminary Consolidated Revenues for the Fourth Quarter
NEW YORK, NY February 5, 2018 BGC Partners, Inc. (NASDAQ: BGCP) (BGC Partners or BGC), a leading global brokerage company servicing the financial and real estate markets, and its publicly traded subsidiary Newmark Group, Inc. (NASDAQ: NMRK) (Newmark), today updated the details regarding their fourth quarter and full year 2017 earnings conference calls.
BGC and Newmark have decided to coordinate the timing of their financial results press releases for the benefit of both companies investors. This is because BGC consolidates Newmarks results as its Real Estate Services segment, which will make up a substantial portion of BGCs consolidated revenues and earnings. Both companies therefore believe that their financial results should be made public at the same time. This simultaneous release will enable all investors and analysts to have all relevant information readily available at the same time. Newmark and BGC expect to maintain this practice until the completion of the proposed spin-off.1 The change in schedule is purely for the convenience of investors.
BGC and Newmark are now both expected to issue advisory press releases regarding the availability of their quarterly and full year financial results before 8:00 a.m. ET on Friday, February 9, 2018. BGC will now host its fourth quarter and full year 2017 financial results conference call on February 9, 2018 at 8:00 a.m. ET. Newmarks fourth quarter and full year 2017 financial results conference call will now take place immediately following the BGC call on February 9, 2018 at approximately 8:45 a.m. ET. Details of both calls and the related press releases are provided later in this document.
Preliminary Revenues for the Fourth Quarter
BGCs consolidated revenues for the fourth quarter of 2017 will be above the high-end of the range of its previously stated guidance. Newmark generated over 50 percent of the consolidated companys revenues.
BGC Earnings Conference Call Details
BGC Partners plans to issue an advisory press release regarding the availability of its consolidated quarterly and full year financial results by 8:00 a.m. ET on Friday, February 9, 2018. Please see below for details regarding this planned release and the subsequent conference call.
The advisory release will notify the public that a full-text financial results press release will be accessible at any of the following pages:
http://ir.bgcpartners.com (an HTML version with Excel financial tables or PDF)
http://ir.bgcpartners.com/news-releases (an HTML version with Excel financial tables or PDF)
http://bgcpartners.com/category/bgc-releases/ (PDF only)
BGC will host a conference call on Friday, February 9, 2018 at 8:00 a.m. ET to discuss these results.
WHO: | BGC Partners, Inc. (NASDAQ: BGCP) |
WHAT: | Fourth Quarter and Full Year 2017 financial results conference call |
WHEN: | Friday, February 9, 2018 at 8:00 a.m. ET |
1 | See the section of this document called Proposed Spin-Off of Newmark. |
WHERE: | http://ir.bgcpartners.com |
HOW: | A list of minimum system requirements can be found here: |
http://event.on24.com/view/help/ehelp.html?text_language_id=en&fh=true&flashconsole=true&ngwebcast=true
A webcast replay of the conference call is expected to be accessible at http://ir.bgcpartners.com within 24 hours of the live call and will be available for 365 days following the call. Additionally, call participants may dial in with the following information:
LIVE CALL:
Date Start Time: | 2/9/2018 at 8:00 a.m. ET |
U.S. Dial In: | 1-844-309-0609 |
International Dial In: | 1-574-990-9937 |
Passcode: | 447-8318 |
REPLAY:
Available From To: | 2/9/2018 11:00 a.m. ET 2/16/2018 11:00 a.m. ET |
U.S. Dial In: | 1-855-859-2056 |
International Dial In: | 1-404-537-3406 |
Passcode: | 447-8318 |
(Note: If clicking on the above links does not open up a new web page, you may need to cut and paste the above urls into your browsers address bar.)
Newmark Earnings Conference Call Details
Newmark plans to issue an advisory press release regarding the availability of its consolidated quarterly and full year financial results by 8:00 a.m. ET on Friday, February 9, 2018. Please see below for details regarding this planned release and the subsequent conference call.
The advisory release will notify the public that a full-text financial results press release will be accessible at any of the following pages:
http://ir.bgcpartners.com or http://ir.ngkf.com (an HTML version with Excel financial tables or PDF)
http://bgcpartners.com/category/bgc-releases/ or http://www.ngkf.com/home/media-center/press-releases.aspx (PDF only)
Newmark will host a conference call on Friday, February 9, 2018 at 8:45 a.m. ET to discuss these results.
WHO: | Newmark Group, Inc. (NASDAQ: NMRK) |
WHAT: | Fourth Quarter and Full Year 2017 financial results conference call |
WHEN: | Friday, February 9, 2018 at 8:45 a.m. ET |
WHERE: | http://ir.bgcpartners.com or http://ir.ngkf.com |
HOW: | A list of minimum system requirements can be found here: |
https://event.on24.com/wcc/r/1576718/B5A4209CABEFF8E2DBC545A4AAE66B5E
A webcast replay of the conference call is expected to be accessible at http://ir.bgcpartners.com or http://ir.ngkf.com within 24 hours of the live call and will be available for 365 days following the call. Additionally, call participants may dial in with the following information:
LIVE CALL:
Date Start Time: | 2/9/2018 at 8.45 a.m. ET |
U.S. Dial In: | 1-866-393-4306 |
International Dial In: | 1-734-385-2616 |
Passcode: | 228-7195 |
REPLAY:
Available From To: | 2/9/2018 11:45 a.m. ET 2/16/2018 11:59 p.m. ET |
U.S. Dial In: | 1-855-859-2056 |
International Dial In: | 1-404-537-3406 |
Passcode: | 228-7195 |
(Note: If clicking on the above links does not open up a new web page, you may need to cut and paste the above urls into your browsers address bar.)
About BGC Partners, Inc.
BGC Partners is a leading global brokerage company servicing the financial and real estate markets. BGC offers Real Estate Services through its publicly traded subsidiary Newmark Group, Inc. BGC owns GFI Group Inc., a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets. BGCs 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.
BGCs customers include many of the worlds largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. BGCs 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). BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com. You can also follow BGC at https://twitter.com/bgcpartners and/or https://www.linkedin.com/company/bgc-partners.
Real Estate Services are offered through its publicly traded subsidiary Newmark Group, Inc. (Newmark) whose brands include Newmark Knight Frank, Newmark Cornish & Carey, Apartment Realty Advisors (ARA), Computerized Facility Integration, and Excess Space. 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.
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. Newmarks investor/owner services and products include capital markets (including investment sales), agency leasing, property management, valuation and advisory, diligence and 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. Newmarks 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 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 worlds largest commercial property owners, real estate developers and investors, as well as Fortune 500 and Forbes Global 2000 companies. Newmarks Class A common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: NMRK).
Trademarks
BGC, BGC Trader, GFI, FENICS, FENICS.COM, Capitalab, Swaptioniser, ColleX, Newmark, Grubb & Ellis, ARA, Computerized Facility Integration, Landauer, Lucera, Excess Space, Excess Space Retail Services, Inc., Berkeley Point and Grubb are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited.
Proposed Spin-Off of Newmark
BGC currently expects to pursue a distribution (or spin-off) to its common stockholders of all the Class A shares and Class B shares of Newmark common stock that it then owns in a manner intended to qualify as generally tax-free for U.S. federal income tax purposes. The Newmark common shares owned by BGC are subject to a 180-day lock-up restriction contained in the underwriting agreement for the Newmark IPO. The distribution is subject to a number of conditions, and BGC may determine not to proceed with the distribution if the BGC board of directors determines, in its sole discretion, that the distribution is not in the best interest of the Company and its stockholders. Accordingly, the distribution may not occur on the expected timeframe, or at all. Please see the section on Certain Relationships and Related-Party TransactionsSeparation and Distribution AgreementThe Distribution in Newmarks final prospectus.
Discussion of Forward-Looking Statements about BGC Partners and Newmark
Statements in this document regarding BGC and 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, BGC and Newmark undertake 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 BGCs and Newmarks 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 (BGC), Kelly Collar (Newmark), or Jason McGruder (BGC and Newmark) |
+1 212-610-2426 |