BGC Partners, Inc. (NASDAQ:BGCP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03.
The information set forth in Item 2.03 of this Current Report is incorporated by reference in response to this Item 2.03.
Press Releases Regarding Note Offering
On July19, 2018, to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), BGC Partners, Inc. (“BGC Partners,” “BGC” or the “Company”) issued a press release announcing the pricing of its private offering of $450million aggregate principal amount of 5.375% senior notes due 2023 (the “5.375% Notes”). The 5.375% Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Earlier on July19, 2018, to Rule 135c under the Securities Act, the Company had issued a press release announcing the commencement of a private offering of senior unsecured notes, which resulted in the placement of the 5.375% Notes.
Copies of the press release relating to the commencement of the offering and the press release regarding the pricing of such offering are attached to this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.
Nothing in this filing or the attached press releases shall constitute an offer to sell or a solicitation of an offer to purchase any notes.
Drawdown of Credit Facilities, Repayment of GFI Notes and Repayment of Borrowings
On July18, 2018, the Company drew down the remaining $120million from its senior credit facility with Cantor Fitzgerald, L.P. and the remaining $82.85million from its senior revolving credit facility with Bank of America, N.A., as administrative agent, and a syndicate of lenders, at current interest rates of LIBOR plus 3.25% and 2.25%, respectively (the $120million and the $82.85million collectively, the “short-term borrowings”).
The Company used the short-term borrowings, together with cash on hand, to repay in full at maturity the outstanding balance of $240million in aggregate principal amount plus any accrued and unpaid interest payable on its 8.375% Senior Notes due July19, 2018, which were issued by the Company’s wholly owned subsidiary, GFI Group Inc. (“GFI”), and guaranteed by the Company as part of its acquisition of GFI.
The Company intends to use the net proceeds from the sale of the 5.375% Notes to repay in full the short-term borrowings. Additional net proceeds will be used for general corporate purposes, which may include redemptions of the Company’s 8.125% Senior Notes due 2042.
Discussion of Forward-Looking Statements About BGC Partners
Statements in this report and in the attached press release regarding 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, BGC 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 BGC’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.
| Item 2.03. | Financial Statements and Exhibits. |
The exhibit index set forth below is incorporated by reference in response to this Item 2.03.
EXHIBIT INDEX
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.
| BGC Partners, Inc. | ||
| Date: July20, 2018 | By: | /S/ HOWARD W. LUTNICK |
| Name: | Howard W. Lutnick | |
| Title: | Chairman and Chief Executive Officer |
[BGC Partners, Inc. ExhibitEX-99.1 2 d567924dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 BGC ANNOUNCES OFFERING OF SENIOR NOTES NEW YORK,…To view the full exhibit click here
About BGC Partners, Inc. (NASDAQ:BGCP)
BGC Partners, Inc. (BGC) is a global brokerage company servicing the financial and real estate markets. The Company operates through two segments: Financial Services and Real Estate Services. The Company provides a range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a range of financial and non-financial institutions. Its integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use voice, hybrid, or in various markets, electronic brokerage services in connection with transactions executed either over-the-counter or through an exchange. Through the Company’s FENICS, BGC Trader, BGC Market Data and Capitalab brands, it offers electronic brokerage, financial technology solutions, market data, post-trade services, and analytics related to select financial instruments and markets.
