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): March 6, 2018

 

 

BGC Partners, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   0-28191, 1-35591   13-4063515
(State or other jurisdiction
of incorporation) 		  (Commission
File Numbers) 		  (I.R.S. Employer
Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

 

 

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 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.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information required by this Item 2.04 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

Item 7.01. Regulation FD Disclosure.

On March 7, 2018, BGC Partners, Inc. (the “Company” or “BGC”) and Newmark Group, Inc. (“Newmark”) issued a joint press release (the “Release”) to announce the purchase by BGC and its subsidiaries of approximately 16.6 million newly issued exchangeable limited partnership units (the “Units”) of Newmark Holdings, L.P. (“Newmark Holdings”) for approximately $242.0 million.

In the Release, BGC announced that it had updated its consolidated outlook for the first quarter of 2018. 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.

In the Release, BGC uses non-GAAP financial measures. See the item entitled “Information Regarding Non-GAAP Financial Measures” set forth under Item 8.01 below which is hereby incorporated by reference in response to this Item.

 

Item 8.01. Other Events.

Investment Agreement

On March 7, 2018, BGC, including through its subsidiary BGC Partners, L.P., purchased 16,606,726 newly issued exchangeable limited partnership units (the “Units”) of Newmark Holdings for approximately $242.0 million (the “Investment”). The price per Unit was based on the $14.57 closing price of Newmark’s Class A common stock, par value $0.01 per share (the “Class A common stock”) on March 6, 2018 as reported on the NASDAQ Global Select Market. These newly-issued Units are exchangeable, at BGC’s discretion, into either shares of Class A common stock or shares of Class B common stock, par value $0.01 per share, of Newmark (the “Newmark Class B common stock”).

BGC made the Investment pursuant to an Investment Agreement dated as of March 6, 2018 by and among BGC, BGC Holdings, BGC Partners, L.P., BGC Global Holdings, L.P., Newmark, Newmark Holdings and Newmark Partners, L.P. The Investment and related transactions were approved by the Audit Committees (the “Audit Committees”) of the Boards of Directors of BGC and Newmark (the “Boards”) and by the full Boards upon the recommendation of the Audit Committees.

BGC and its subsidiaries funded the Investment using the proceeds of its Controlled Equity Offering Class A common stock sales program pursuant to the Sales Agreement dated April 1, 2017 between BGC Partners, Inc. and Cantor Fitzgerald & Co. (“CF&Co”) with respect to 20,000,000 shares of Class A common stock (the “2017 Sales Agreement”). Since December 19, 2017, BGC has sold an aggregate of 19.4 million newly-issued Class A common shares under the 2017 Sales Agreement for net proceeds of $270.9 million. Approximately $242.0 million of gross proceeds were used to make the Investment. The remaining funds were used to repurchase shares of BGC’s Class A common stock and to purchase or redeem limited partnership interests of BGC Holdings, L.P. (“BGC Holdings”) and exchangeable limited partnership interests of Newmark Holdings. All of the shares under the 2017 Sales Agreement have been sold as of the date hereof.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Repayment of Term Loan

As previously disclosed, on November 22, 2017, BGC and Newmark entered into an amendment (the “Term Loan Amendment”) to the unsecured senior term loan credit agreement (the “Term Loan Credit Agreement”), dated as of September 8, 2017, with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and a syndicate of lenders. The Term Loan Credit Agreement provided for a term loan in the aggregate principal amount of $575.0 million (the “Term Loan”). In connection with Newmark’s separation from BGC, Newmark assumed the obligations of BGC as borrower under the Term Loan. Newmark repaid a portion of the Term Loan from the proceeds of its initial public offering in December 2017 and made two additional payments of $14.4 million each subsequent to December 31, 2017. Newmark will use the proceeds from the Investment to repay the balance of the outstanding principal amount under the Term Loan in the amount of approximately $242.0 million.

The information under the heading “Update to Outlooks” set forth in Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished under Item 7.01of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. The remaining information set forth in Exhibit 99.1 is being filed under the items set forth above and shall be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

Discussion of Forward-Looking Statements about Newmark and BGC Partners, Inc.

Statements in this document and the attached press release regarding Newmark and BGC 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 and BGC 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 Newmark’s and BGC’s Securities and Exchange Commission filings, including, but not limited to, any updates to such risk factors contained in subsequent Forms 10-K, 10-Q, or Forms 8-K.

Information Regarding Non-GAAP Financial Measures

In the Press Release, BGC uses non-GAAP financial measures including, but not limited to, “pre-tax Adjusted Earnings” and “post-tax Adjusted Earnings,” which are supplemental measures of operating results that are used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. BGC believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which management considers when managing its business.

As compared with “income (loss) from operations before income taxes”, and “net income (loss) per fully diluted share”, all prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stockholders, as described below. In addition, Adjusted Earnings calculations exclude certain gains and charges that management believes do not best reflect the ordinary results of BGC.

Adjustments Made to Calculate Pre-Tax Adjusted Earnings

BGC defines pre-tax Adjusted Earnings as GAAP income (loss) from operations before income taxes and noncontrolling interest in subsidiaries excluding items, such as:

 

☐ Non-cash asset impairment charges, if any;

 

☐ Allocations of net income to limited partnership units;

 

☐ Non-cash charges related to the amortization of intangibles with respect to acquisitions; and

 

☐ Non-cash charges relating to grants of exchangeability to limited partnership units that reflect the value of the shares of common stock into which the unit is exchangeable when the unit holder is granted exchangeability not previously expensed in accordance with GAAP.

Virtually all of BGC’s key executives and producers have partnership or equity stakes in the Company and receive deferred equity or limited partnership units as part of their compensation. A significant percentage of the Company’s fully diluted shares are owned by its executives, partners and employees. The Company issues limited partnership units and grant exchangeability to unit holders to provide liquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.

When the Company issues limited partnership units, the shares of common stock into which the units can be ultimately exchanged are included in BGC’s fully diluted share count for Adjusted Earnings at the beginning of the subsequent quarter after the date of grant. BGC includes such shares in the Company’s fully diluted share count when the unit is granted because the unit holder is expected to be paid a pro-rata distribution based on BGC’s calculation of Adjusted Earnings per fully diluted share and because the holder could be granted the ability to exchange their units into shares of common stock in the future. Non-cash charges with respect to grants of exchangeability reflect the value of the shares of common stock into which the unit is exchangeable when the unit holder is granted exchangeability not previously expensed in accordance with GAAP. The amount of non-cash charges relating to grants of exchangeability the Company uses to calculate pre-tax Adjusted Earnings on a quarterly basis is based upon the Company’s estimate of expected grants of exchangeability to limited partnership units during the annual period, as described further below under “Adjustments Made to Calculate Post-Tax Adjusted Earnings.”

Adjusted Earnings also excludes non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refer to as “OMSRs”) and non-cash GAAP amortization of mortgage servicing rights (which the Company refers to as “MSRs”). Under GAAP, the Company recognizes OMSRs gains equal to the fair value of servicing rights retained on mortgage loans originated and sold. Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of associated expenses, will increase Adjusted Earnings (and Adjusted EBITDA) in future periods.

Additionally, Adjusted Earnings calculations exclude certain unusual, one-time, non-ordinary or non-recurring items, if any. These items are excluded from Adjusted Earnings because the Company views excluding such items as a better reflection of the ongoing operations of BGC. BGC’s definition of Adjusted Earnings also excludes certain gains and charges with respect to acquisitions, dispositions, or resolutions of litigation. Management believes that excluding such gains and charges also best reflects the ongoing performance of BGC.

Recognition of Nasdaq Earn-out Payments

Consistent with Newmark’s methodology of recognizing income related to the receipt of Nasdaq earn-out payments in the third quarter under GAAP, beginning with the first quarter of 2018, BGC will recognize the receipt of Nasdaq earn-out payments when earned in the third quarter for Adjusted Earnings instead of pro-rating over four quarters. This GAAP methodology will lead to earlier recognition of the Nasdaq income under Adjusted Earnings.

Adjustments Made to Calculate Post-Tax Adjusted Earnings

Because Adjusted Earnings are calculated on a pre-tax basis, BGC also intends to report post-tax Adjusted Earnings on a consolidated basis. The Company defines post-tax Adjusted Earnings as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and Adjusted Earnings attributable to noncontrolling interest in subsidiaries.

The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, BGC estimates its full fiscal year GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries and the expected inclusions and deductions for income tax purposes, including expected grants of exchangeability to limited partnership units during the annual period. The resulting annualized tax rate is applied to BGC’s quarterly GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries. At the end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period.

To determine the non-GAAP tax provision, BGC first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction applies under applicable law. The amounts include non-cash charges with respect to grants of exchangeability; certain charges related to employee loan forgiveness; certain net operating loss carryforwards when taken for statutory purposes; certain charges related to tax goodwill amortization; and deductions with respect to charitable contributions. These adjustments may also reflect timing and measurement differences, including treatment of employee loans, changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange, variations in the value of certain deferred tax assets and liabilities and the different timing of permitted deductions for tax under GAAP and statutory tax requirements.

After application of these previously described adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which BGC then applies the statutory tax rates. This amount is the Company’s non-GAAP tax provision. BGC views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings.

Generally, the most significant factor affecting this non-GAAP tax provision is the amount of non-cash charges relating to the grants of exchangeability to limited partnership units. Because the non-cash charges relating to the grants of exchangeability are deductible in accordance with applicable tax laws, increases in exchangeability have the effect of lowering the Company’s non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings.

Management uses post-tax Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the business, to make decisions with respect to the Company’s operations, and to determine the amount of dividends payable to common stockholders and distributions payable to holders of limited partnership units.

BGC incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations. Outside of the U.S., BGC operates principally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company would expect to pay if 100 percent of earnings were taxed at global corporate rates.

Adjusted Earnings Attributable to Noncontrolling Interest in Subsidiaries

Adjusted Earnings attributable to noncontrolling interest in subsidiaries is calculated based on the relevant noncontrolling interest existing on the balance sheet date. Following the Newmark IPO, noncontrolling interests exist for Newmark Group, Inc., and on the issuance of additional standalone units for BGC Holdings L.P. and Newmark Holdings L.P., because relevant units/shares may have different economic entitlements to common stock of BGC Partners, Inc.

Calculations of Pre-Tax and Post-Tax Adjusted Earnings per Common Share

BGC’s Adjusted Earnings per common share calculations assume either that:

 

☐ The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impact would be dilutive; or

 

☐ The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax.

The share count for Adjusted Earnings excludes certain shares expected to be issued in future periods but not yet eligible to receive dividends and/or distributions. Each quarter, the dividend payable to BGC’s common stockholders, if any, is expected to be determined by the Company’s Board of Directors with reference to a number of factors, including post-tax Adjusted Earnings per common share. BGC may also pay a pro-rata distribution of net income to limited partnership units, as well as to Cantor for its noncontrolling interest. The amount of this net income, and therefore of these payments per unit, would be determined using the above definition of post-tax Adjusted Earnings per common share.

The declaration, payment, timing and amount of any future dividends payable by the Company will be at the discretion of its board of directors.

Other Matters with Respect to Adjusted Earnings

The term “Adjusted Earnings” should not be considered in isolation or as an alternative to GAAP net income (loss). The Company views Adjusted Earnings as a metric that is not indicative of liquidity or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings are not intended to replace the Company’s presentation of its GAAP financial results. However, management believes that these measures help provide investors with a clearer understanding of BGC’s financial performance and offer useful information to both management and investors regarding certain financial and business trends related to the Company’s financial condition and results of operations. Management believes that Adjusted Earnings measures and the GAAP measures of financial performance should be considered together.

BGC anticipates providing forward-looking guidance for GAAP revenues and for certain Adjusted Earnings measures from time to time. However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items, which are excluded from Adjusted Earnings, are difficult to forecast with precision before the end of each period. The Company therefore

believes that it is not possible to forecast GAAP results or to quantitatively reconcile GAAP results to non-GAAP results with sufficient precision unless BGC makes unreasonable efforts. The items that are difficult to predict on a quarterly basis with precision and which can have a material impact on the Company’s GAAP results include, but are not limited, to the following:

 

☐ Allocations of net income and grants of exchangeability to limited partnership units, which are determined at the discretion of management throughout and up to the period-end;

 

☐ The impact of certain marketable securities, as well as any gains or losses related to associated mark-to- market movements and/or hedging. These items are calculated using period-end closing prices;

 

☐ Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may not be known until after period-end; and

 

☐ Acquisitions, dispositions and/or resolutions of litigation which are fluid and unpredictable in nature.

Adjusted EBITDA and Adjusted EBITDA Before Allocations to Units Defined

BGC also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net income (loss) available to common stockholders”, adjusted to add back the following items:

 

☐ Interest expense;

 

☐ Fixed asset depreciation and intangible asset amortization;

 

☐ Impairment charges;

 

☐ Employee loan amortization and reserves on employee loans;

 

☐ Provision (benefit) for income taxes;

 

☐ Net income (loss) attributable to noncontrolling interest in subsidiaries;

 

☐ Non-cash charges relating to grants of exchangeability to limited partnership interests;

 

☐ Non-cash charges related to issuance of restricted shares;

 

☐ Non-cash earnings or losses related to BGC’s equity investments; and

 

☐ Net non-cash GAAP gains related to OMSR gains and MSR amortization.

The Company also discloses “Adjusted EBITDA before allocations to units”, which is Adjusted EBITDA excluding GAAP charges with respect to allocations of net income to limited partnership units. Such allocations represent the pro-rata portion of pre-tax earnings available to such unit holders. These units are in the fully diluted share count, and are exchangeable on a one-to-one basis into common stock. As these units are exchanged into common shares, unit holders become entitled to cash dividends rather than cash distributions. The Company views such allocations as intellectually similar to dividends on common shares. Because dividends paid to common shares are not an expense under GAAP, management believes similar allocations of income to unit holders should also be excluded by investors when analyzing BGC’s results on a fully diluted share basis with respect to Adjusted EBITDA.

The Company’s management believes that these Adjusted EBITDA measures are useful in evaluating BGC’s operating performance, because the calculation of this measure generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses these measures to evaluate operating performance and for other discretionary purposes. BGC believes that Adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and operations.

Since these Adjusted EBITDA measures are not recognized measurements under GAAP, investors should use these measures in addition to GAAP measures of net income when analyzing BGC’s operating performance. Because not all companies use identical EBITDA calculations, the Company’s presentation of these Adjusted EBITDA measures are may not be comparable to similarly titled measures of other companies. Furthermore, these Adjusted EBITDA measures are not intended to be a measure of free cash flow or GAAP cash flow from operations, because these Adjusted EBITDA measures do not consider certain cash requirements, such as tax and debt service payments.

For a reconciliation of these non-GAAP measures to GAAP “Net income (loss) available to common stockholders”, the most comparable financial measure calculated and presented in accordance with GAAP, see the section of BGC’s most recent quarterly financial results press release titled “Reconciliation of GAAP Income (Loss) to Adjusted EBITDA”.

Liquidity Defined

BGC also uses a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of cash and cash equivalents plus marketable securities that have not been financed, reverse repurchase agreements, and securities owned, less securities loaned and repurchase agreements. BGC considers this an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice.

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

10.1    Investment Agreement dated as of March  6, 2018 by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P., and Newmark Partners, L.P.
99.1    BGC Partners, Inc. and Newmark Group, Inc. joint press release, dated March 7, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BGC PARTNERS, INC.
Date: March 7, 2018     By:  

/s/ Howard W. Lutnick

     

Name: Howard W. Lutnick

Title: Chairman and Chief Executive Officer

[Signature Page to Form 8-K of BGC Partners, Inc. dated March 6, 2018, regarding the BGC Purchase of

partnership units from Newmark]

Exhibit 10.1

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT, dated as of March 6, 2018 (this “ Agreement ”), is by and among BGC Partners, Inc., a Delaware corporation (“ BGC Partners ”), BGC Holdings, L.P., a Delaware limited partnership (“ BGC Holdings ”), BGC Partners, L.P., a Delaware limited partnership (“ BGC U.S. Opco ”), BGC Global Holdings, L.P., a Cayman Islands limited partnership (“ BGC Global Opco ” and collectively with BGC U.S. Opco, the “ BGC Opcos ”), Newmark Group, Inc., a Delaware corporation (“ Newmark ”), Newmark Holdings, L.P., a Delaware limited partnership (“ Newmark Holdings ”), and Newmark Partners, L.P., a Delaware limited partnership (“ Newmark Opco ” and collectively, the “ Parties ” and each, a “ Party ”).

RECITALS

WHEREAS, BGC Partners will invest $241,960,000 (the “ Investment Amount ”);

WHEREAS, the Parties desire that, on the terms and subject to the conditions herein: (a) BGC Partners shall invest a portion of the Investment Amount in Newmark Holdings in exchange for limited partnership interests of Newmark Holdings and shall invest the remainder of the Investment Amount in the BGC Opcos in exchange for limited partnership interests of the BGC Opcos; (b) the BGC Opcos shall invest the portion of the Investment Amount that they receive from BGC Partners in Newmark Holdings in exchange for limited partnership interests of Newmark Holdings; and (c) Newmark Holdings shall invest all of the Investment Amount that it receives from BGC Partners and the BGC Opcos in Newmark Opco in exchange for limited partnership interests of Newmark Opco; and

WHEREAS, Newmark Opco intends to use the Investment Amount that it receives to repay certain outstanding indebtedness.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following capitalized terms shall have the following meanings for all purposes of this Agreement:

“ BGC Global Opco Limited Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of BGC Global Opco, as it may be amended from time to time.

“ BGC Global Opco Limited Partnership Interest ” means “Limited Partnership Interest” as defined in the BGC Global Opco Limited Partnership Agreement, but excluding the BGC Global Opco Special Voting Limited Partnership Interest.

“ BGC Global Opco Special Voting Limited Partnership Interest ” means “Special Voting Limited Partnership Interest” as defined in the BGC Global Opco Limited Partnership Agreement.

“ BGC Global Opco Unit ” means “Unit” as defined in the BGC Global Opco Limited Partnership Agreement.

“ BGC U.S. Opco Limited Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of BGC U.S. Opco, as it may be amended from time to time.

“ BGC U.S. Opco Limited Partnership Interest ” means “Limited Partnership Interest” as defined in the BGC U.S. Opco Limited Partnership Agreement, but excluding the BGC U.S. Opco Special Voting Limited Partnership Interest.

“ BGC U.S. Opco Special Voting Limited Partnership Interest ” means “Special Voting Limited Partnership Interest” as defined in the BGC U.S. Opco Limited Partnership Agreement.

“ BGC U.S. Opco Unit ” means “Unit” as defined in the BGC U.S. Opco Limited Partnership Agreement.

“ Closing Date ” means the date on which the Closing occurs.

“ Distribution Ratio ” means a fraction equal to one divided by 2.20.

“ Governmental Authority ” means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the National Association of Securities Dealers, Inc. and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“ NASDAQ ” means the NASDAQ Global Select Market.

“ Newmark Holdings Exchange Right Unit ” means “Exchange Right Unit” as defined in the Newmark Holdings Limited Partnership Agreement.

“ Newmark Holdings Exchange Right Interest ” means “Exchange Right Interest” as defined in the Newmark Holdings Limited Partnership Agreement.

“ Newmark Holdings Limited Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as it may be amended from time to time.

 

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“ Newmark Holdings Limited Partnership Interests ” means “Limited Partnership Interests” as defined in the Newmark Holdings Limited Partnership Agreement.

“ Newmark Opco Limited Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Newmark Opco, as it may be amended from time to time.

“ Newmark Opco Limited Partnership Interest ” means “Limited Partnership Interest” as defined in the Newmark Opco Limited Partnership Agreement, but excluding the Newmark Opco Special Voting Limited Partnership Interest.

“ Newmark Opco Special Voting Limited Partnership Interest ” means “Special Voting Limited Partnership Interest” as defined in the Newmark Opco Limited Partnership Agreement.

“ Newmark Opco Unit ” means “Unit” as defined in the Newmark Opco Limited Partnership Agreement.

“ Newmark Stock ” means Class A common stock, par value $0.01 per share, of Newmark.

“ Newmark Stock Price ” means $14.57, which is the last reported sale price per share of Newmark Stock as reported on NASDAQ on the date of this Agreement.

“ Order ” means any statute, rule, regulation, judgment, decree, injunction or other order or decision that a Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered.

“ Person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Shares ” means 17,051,071 newly issued shares of Class A common stock, par value $0.01 per share, of BGC Partners.

Section 1.2 Interpretive Provisions . Unless the express context otherwise requires: (a) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (b) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (c) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; and (d) the word “or” shall be disjunctive but not exclusive.

 

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ARTICLE II

INVESTMENTS; CLOSING

Section 2.1 Investments . Subject to the conditions and pursuant to the terms herein, at the Closing:

(a) Investment by BGC Partners in Newmark Holdings . BGC Partners shall contribute to Newmark Holdings an amount of cash equal to $112,924,593 (the “ BGC Partners/ Newmark Holdings Contribution Amount ”) (which equals the number of Shares, multiplied by the Distribution Ratio multiplied by the Newmark Stock Price). In exchange for such contribution, Newmark Holdings shall issue to BGC Partners a Newmark Holdings Exchange Right Interest consisting of a number of Newmark Holdings Exchange Right Units equal to 7,750,486.82 (which equals the number of Shares, multiplied by the Distribution Ratio).

(b) Investment by BGC Partners in the BGC Opcos . BGC Partners shall contribute to the BGC Opcos an amount of cash equal to $129,035,407 (the “ BGC Partners/BGC Opcos Contribution Amount ”) (which equals the Investment Amount minus the BGC Partners/Newmark Holdings Contribution Amount). In exchange for such contribution, (i) BGC U.S. Opco shall issue to BGC Partners a BGC U.S. Opco Limited Partnership Interest consisting of a number of BGC U.S. Opco Units equal to the number of Shares; and (ii) BGC Global Opco shall issue to BGC Partners a BGC Global Opco Limited Partnership Interest consisting of a number of BGC Global Opco Units equal to the number of Shares.

(c) Investment by the BGC Opcos in Newmark Holdings . Immediately following the investment described in Section 2.1(b), the BGC Opcos shall contribute to Newmark Holdings an amount of cash equal to the BGC Partners/BGC Opcos Contribution Amount. In exchange for such contribution, Newmark Holdings shall issue to the BGC Opcos a Newmark Holdings Exchange Right Interest consisting of a number of Newmark Holdings Exchange Right Units equal to 8,856,239.33 (which equals the BGC Partners/BGC Opcos Contribution Amount, divided by the Newmark Stock Price).

(d) Investment by Newmark Holdings in Newmark Opco . Immediately following the investments described in Sections 2.1(a) through 2.1(c), Newmark Holdings shall contribute to Newmark Opco an amount of cash equal to the Investment Amount. In exchange for such contribution, Newmark Opco shall issue to Newmark Holdings a Newmark Opco Limited Partnership Interest consisting of a number of Newmark Opco Units equal to 16,606,726.15 (which equals the aggregate number of Newmark Holdings Exchange Right Units issued pursuant to Sections 2.1(a) and 2.1(c)).

Section 2.2 Agreement to Be Bound . Each of BGC Partners and its subsidiaries agrees that, to the extent that it holds any Newmark Holdings Limited Partnership Interest as a result of the transactions contemplated by this Agreement, it shall be bound by the terms and conditions of the Newmark Holdings Limited Partnership Agreement applicable to the holders of any such Newmark Holdings Limited Partnership Interest.

Section 2.3 Use of Investment Proceeds . Newmark Opco currently intends to use all of the cash proceeds that it receives pursuant to Section 2.1(d) to repay certain outstanding indebtedness of Newmark Opco.

 

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Section 2.4 Closing . The consummation of the transactions contemplated hereby (the “ Closing ”) shall take place remotely by electronic transmissions as promptly as practicable following execution of this Agreement, subject to the satisfaction or waiver of the following conditions:

(a) no Order preventing the consummation of the transactions contemplated hereby shall be in effect; and

(b) the representations and warranties of the Parties shall be true and correct as of the Closing Date, as though made on and as of the Closing Date, excluding any failures of any such representations or warranties to be so true and correct, individually or in the aggregate, that have not had, and would not have, the effect of materially preventing or delaying the consummation of the transactions set forth herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Parties as follows:

Section 3.1 Organization . Such Party has been duly organized, is validly existing and is in good standing as a limited partnership under the laws of the State of Delaware.

Section 3.2 Due Authorization . Such Party has all requisite organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Party of this Agreement and the consummation by such Party of the transactions contemplated hereby have been duly and validly authorized by such Party, including by the Boards of Directors and Audit Committees of BGC Partners and Newmark, and no other proceeding, consent, approval or authorization on the part of such Party is necessary to authorize this Agreement or the consummation by such Party of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Party and, assuming due authorization and delivery by the other Parties, constitutes, a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms subject to general principles of equity and applicable laws affecting creditors’ rights generally.

Section 3.3 No Conflicts . The execution and delivery by such Party of this Agreement does not and will not (a) breach, violate, conflict with or result in a default under any provision of, or constitute an event that, after notice or lapse of time or both, would result in a breach or violation of, conflict with or default under, or accelerate the performance required, in each case in any material respect, or result in the termination of or give any Person the right to terminate, the organizational documents of such Party; or (b) breach, violate, conflict with or result in a default under any provision of, or constitute an event that, after notice or lapse of time or both, would result in a breach or violation of, conflict with or default under, in each case in any material respect, any applicable law or Order binding upon or applicable to such Party or any of its assets.

 

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Section 3.4 No Other Representations or Warranties . Except for the representations and warranties contained in this Article III , no Party nor any other Person makes any other representation or warranty whatsoever, express or implied, on behalf of such Party, and any such other representations and warranties are hereby expressly disclaimed.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Amendment . This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

Section 4.2 Further Assurances . From and after the date hereof, each of the Parties shall execute such documents and perform such further acts as may be reasonably required to carry out the applicable provisions hereof and the consummation of the transactions contemplated hereby.

Section 4.3 Waiver . Waiver of any term or condition of this Agreement by any Party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement.

Section 4.4 Binding Effect; Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Parties, and any purported assignment or other transfer without such consent shall be void and unenforceable.

Section 4.5 No Third-Party Beneficiary . Nothing in this Agreement shall confer any rights, remedies or claims upon any Person not a Party or a permitted assignee of a Party.

Section 4.6 Governing Law . This Agreement shall be governed by the internal laws of the State of Delaware, regardless of the laws that might otherwise govern by application of the principles of conflicts of law thereof.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

 

BGC PARTNERS, INC.
By:  

/s/ Howard W. Lutnick

  Name: Howard W. Lutnick
 

Title:   Chairman and

            Chief Executive Officer

BGC HOLDINGS, L.P.
By:   BGC GP, LLC
  its General Partner
By:  

/ s/ Howard W. Lutnick

  Name: Howard W. Lutnick
 

Title:   Chairman and

            Chief Executive Officer

BGC PARTNERS, L.P.
By:   BGC Holdings, LLC
  its General Partner
By:  

/ s/ Howard W. Lutnick

  Name: Howard W. Lutnick
 

Title:   Chairman and

            Chief Executive Officer

[Signature Page to Investment Agreement]

NEWMARK GROUP, INC.
By:  

/ s/ Howard W. Lutnick

  Name: Howard W. Lutnick
  Title: Chairman
NEWMARK HOLDINGS, L.P.
By:   Newmark GP, LLC
  its General Partner
By:  

/ s/ Howard W. Lutnick

  Name: Howard W. Lutnick
  Title: Chairman
NEWMARK PARTNERS, L.P.
By:   Newmark Holdings, LLC
  its General Partner
By:  

/ s/ Howard W. Lutnick

  Name: Howard W. Lutnick
  Title: Chairman

[Signature Page to Investment Agreement]

Exhibit 99.1

 

LOGO    LOGO

BGC PARTNERS AND NEWMARK GROUP TO REPAY REMAINING BALANCE OF

$575 MILLION UNSECURED SENIOR TERM LOAN

BGC Makes Substantial Additional Investment in Newmark

Both Companies Greatly Improve Their Leverage Ratios

BGC Raises its Consolidated Outlook and Newmark Reaffirms its Outlook

Proposed Spin-Off of Newmark Still Expected to Occur 1

NEW YORK, NY – March 7, 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 announced a substantial new investment by BGC in Newmark, which is expected to greatly enhance both companies’ credit metrics.

Additional BGC Investment in Newmark and Repayment of Term Loan

On March 7, 2018, BGC purchased approximately 16.6 million newly issued exchangeable limited partnership units (“Units”) of Newmark 2 for $242.0 million. The price per Unit was based on the $14.57 closing price of Newmark’s Class A common shares on March 6, 2018. These newly-issued Units are exchangeable, at BGC’s discretion, into either Class A common shares or Class B common shares of Newmark. The Units sold to BGC were not subject to the 180-day “lock-up” restriction contained in the underwriting agreement for Newmark’s initial public offering (“IPO”). 3 Newmark will use the proceeds from these newly issued Units to repay in full the remaining $242.0 million balance of its $575 million unsecured senior term loan before the end of the first quarter of 2018. 4

Management Comment

“As we have stated many times, both BGC and Newmark intend to remain investment grade”, said Howard W. Lutnick, Chairman and Chief Executive Officer of BGC and Chairman of Newmark. “By taking these actions, we have greatly strengthened both companies’ balance sheets and improved their leverage ratios. BGC and Newmark will be better positioned to pursue their long-term strategies of growing their revenues, earnings, and cash flow by profitably hiring and making accretive acquisitions”.

Improved Leverage Ratios

As a result of the debt repayment, both BGC’s consolidated and Newmark’s stand-alone long-term debt are expected to be reduced by $270.7 million, all else equal, when compared to year-end 2017. 5 Both companies therefore expect annualized interest expenses to decrease by more than $11.4 million, and also expect to have ratios of long-term debt to Adjusted EBITDA of below 2.5 times as of the end of the first quarter of 2018, all else equal. 6

 

1   See the section of this document called “Proposed Spin-Off of Newmark”.
2   For the purposes of this document, the term “BGC” includes subsidiaries of BGC, and the term “Newmark” includes subsidiaries of Newmark.
3   Pursuant to the underwriting agreement Newmark entered in connection with its IPO, Newmark is generally restricted from issuing shares of Newmark common stock for a period of 180 days following the date of the final prospectus for the IPO, subject to certain exceptions (which include shares of Newmark common stock into which Newmark Holdings exchangeable limited partnership units may be exchanged).
4   On September 8, 2017, BGC acquired Berkeley Point Financial LLC, including its wholly owned subsidiary Berkeley Point Capital LLC, which together are referred to as “Berkeley Point” or “BPF”. BPF became subsidiaries of Newmark as part of the separation of Newmark from BGC. In connection with the separation and prior to the closing of the IPO, Newmark assumed from BGC a term loan, due September 8, 2019, that had an outstanding principal amount of $575 million, plus accrued but unpaid interest thereon. The term loan partially financed the BPF acquisition.
5   For purposes of this document and for BGC’s consolidated results, “long-term debt” includes both long-term debt and collateralized borrowings. By the end of the first quarter of 2018, Newmark will have repaid the outstanding balance of the term loan as of year-end 2017 with cash on hand and the proceeds from the sale of its Units described herein. As of December 31, 2017, BGC’s consolidated long-term debt was $1,650.5 million and Newmark’s stand-alone long-term debt was $1,083.2 million. As of March 31, 2018, the comparable figures are expected to be approximately $1,376 million and $813 million, respectively.
6   The ratios are expected to be below 2.5 times as measured by long-term debt expected to be recorded as of March 31, 2018 divided by either Adjusted EBITDA for full year 2017 or by Adjusted EBITDA before allocations to units for full year 2017, all else equal. The interest paid on the term loan is based the following figures, all as of December 31, 2017: an outstanding principal amount of $270.7 million, plus accrued but unpaid interest thereon, with an interest rate calculated based on one-month LIBOR plus 2.75%, subject to adjustment, which was approximately 4.21% per annum.

 

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Update to Outlooks

BGC is trending towards the high end of its previously stated consolidated outlook for revenues and Adjusted Earnings for the first quarter of 2018. This outlook was contained in BGC’s financial results press release issued on February 9, 2018, which can be found at http://ir.bgcpartners.com . BGC’s improved quarterly outlook is expected to more than offset the increase in BGC’s share count with respect to Adjusted Earnings per share.

Newmark today reaffirmed the entirety of its outlook for the full year 2018 as contained in Newmark’s financial results press release issued on the same date. This press release can be found at http://ir.ngkf.com . Newmark’s reiterated annual guidance includes the full impact of the items discussed in this document.

BGC Controlled Equity Offering

BGC funded the purchase using proceeds from its Controlled Equity Offering program 7 (“CEO program”). Since December 19, 2017, BGC sold 19.4 million newly-issued Class A common shares under the CEO program for net proceeds of $270.9 million. While BGC has generally used the proceeds from the CEO program principally to facilitate the repurchase and/or redemption of BGC shares or units in connection with the equity-based compensation of its partners and employees, approximately $242.0 million of the gross proceeds were used to make the investment in Newmark Units. BGC does not intend to invest in additional shares, Units, or other share equivalents of Newmark for the foreseeable future.

Share Counts and Ownership

Following issuance under the CEO program, as well as shares and/or units issued with respect to equity-based compensation, front-office hires, and/or acquisitions, BGC’s fully diluted share count is 482.7 million. BGC continues to own 83.4% of the 138.6 million Class A common issued and outstanding shares of Newmark and 100% of the 15.8 million issued and outstanding Class B common shares of Newmark. Including the newly issued Units, BGC now owns 59.2% of the 253.3 million fully diluted shares of Newmark currently outstanding. The balance of Newmark’s fully diluted share count is owned by the public, Cantor, partners, and employees. 8 Because Newmark limited partnership units are not entitled to a vote until they are exchanged for Newmark common stock, BGC’s voting power with respect to Newmark has not changed.

Proposed Spin-Off of Newmark

BGC still expects to pursue a distribution to its common stockholders of all of the Class A common shares and Class B common shares of Newmark 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 Class A common stock of Newmark held by BGC would be distributed to the holders of shares of Class A common stock of BGC, and shares of Class B common stock of Newmark held by BGC would be distributed to the holders of shares of Class B common stock of BGC. This spin-off would include any Newmark common shares that BGC obtains as a result of the exchange of the Newmark Units acquired by BGC in the transactions discussed above. The exact ratio of Newmark common shares to be distributed in respect of each BGC common share in the spin-off will depend on, among other things, the number of BGC common shares outstanding and the number of Newmark common shares (including Newmark common shares underlying Newmark Units) owned by BGC as of the record date of the spin-off.

 

7   Commonly referred to as an “An at-the-market (ATM) offering”.
8   In conjunction with the proposed spin-off of Newmark, limited partnership units potentially exchangeable into common class A shares of BGCP or NMRK are owned by employee/partners of both Newmark and BGC. Going forward, partners of Newmark will be compensated with Newmark partnership units and partners of BGC will be compensated with BGC partnership units. Over time, virtually all of the partners of Newmark are expected to only own units and/or shares of Newmark and virtually all of the partners of BGC are expected to only own units and/or shares of BGC. Cantor Fitzgerald, L.P. (“Cantor”) owns additional exchangeable limited partnership units of both BGCP and NMRK.

 

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The Newmark common shares owned by BGC prior to Newmark’s IPO are subject to a 180-day “lock-up” restriction contained in the underwriting agreement for the 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 Transactions—Separation and Distribution Agreement—The Distribution” in Newmark’s final IPO prospectus filed with the U.S. Securities and Exchange Commission for additional information regarding the proposed distribution.

BGC’s Non-GAAP Definitions

Please see BGC’s financial results press release issued on February 9, 2018, including the sections titled “Adjusted Earnings Defined”, “Differences between Consolidated Results for Adjusted Earnings and GAAP”, “Reconciliation of GAAP income (loss) to Adjusted Earnings”, “Adjusted EBITDA Defined”, “Adjusted EBITDA before allocations to units”, and “Reconciliation of GAAP Income (Loss) to Adjusted EBITDA” for the complete and revised definitions of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and these non-GAAP items for the periods discussed therein. This press release can be found at http://ir.bgcpartners.com .

Newmark’s Non-GAAP Definitions

Please see Newmark’s financial results press release issued on February 9, 2018, including the sections titled “Adjusted Earnings Defined”, “Differences between Consolidated Results for Adjusted Earnings and GAAP”, “Reconciliation of GAAP income (loss) to adjusted earnings”, “Adjusted EBITDA and Adjusted EBITDA Before Allocations to Units Defined”, and “Reconciliation of GAAP Income (Loss) to Adjusted EBITDA” for the complete definitions of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and these non-GAAP items for the periods discussed therein. This press release can be found at http://ir.ngkf.com .

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. 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.

 

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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). 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 .

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. Newmark’s 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. Newmark’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 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. Newmark’s Class A common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: NMRK).

Note Regarding the Intellectual Property

BGC, BGC Trader, GFI, FENICS, FENICS.COM, Capitalab, Swaptioniser, ColleX, Newmark, Grubb & Ellis, ARA, Computerized Facility Integration, Landauer, Lucera, and Excess Space, Excess Space Retail Services, Inc., Berkeley Point and Grubb are trademarks/service marks, and/or registered trademarks/service marks and/or service marks of Newmark Group, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited. Controlled Equity Offering is a registered service mark of Cantor Fitzgerald & Co.

 

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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 BGC’s and 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 (BGC), Kelly Collar (Newmark), or Jason McGruder (BGC and Newmark)

+1 212-610-2426

 

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