Current Report Filing (8-k)
06 February 2019 - 12:12AM
Edgar (US Regulatory)
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, 2019
Newmark Group, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-38329
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81-4467492
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(I.R.S. Employer
Identification No.)
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125 Park Avenue
New York, New York 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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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 8.01. Other Events.
On February 5, 2019, Newmark Group, Inc. (Newmark) issued a press release announcing an offer to exchange up to all $550 million
aggregate principal amount of its outstanding 6.125% Senior Notes due 2023 for an equivalent amount of 6.125% Senior Notes due 2023 registered under the Securities Act of 1933, as amended.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K
and is hereby
incorporated by reference herein.
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 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
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.
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Newmark Group, Inc.
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Date: February 5, 2019
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By:
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/s/ Howard W. Lutnick
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Name:
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Howard W. Lutnick
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Title:
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Chairman
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[Signature page to Newmark Group, Inc.
8-K
regarding the
Exchange Offer for its 6.125% Senior Notes due 2023]
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