BGC Partners Completes Spin-Off of Newmark Group

NEW YORK CITY—BGC Partners, Inc. has completed the spin-off of commercial real estate services firm Newmark Group, Inc.

BGC Partners completed its previously announced distribution of all of the shares of Newmark held by BGC to stockholders of BGC through a special pro rata stock dividend.

The spin-off was effective as of 12:01 a.m. EST, on Nov. 30 to BGC stockholders of record as of the close of business on Nov. 23, 2018. 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.

Following the completed spin-off, BGC Partners no longer held any shares of Newmark.

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, Newmark Group reports.

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.

Earlier this month, Newmark Group Inc. established an Operating Committee of key senior managers in anticipation of being spun off from BGC Partners Inc.

In its announcement, the company revealed that Newmark Group chief operating officer James R. Ficarro resigned from the company, effective Nov. 14. His responsibilities were reassigned to various members of the Operating Committee.