BGC Partners, Inc. (NASDAQ:BGCP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
The information required by this Item1.01 is set forth under
Item8.01 below and is hereby incorporated by reference in
response to this Item.
| Item8.01. | Other Events. |
On April 12, 2017, BGC Partners, Inc. (the Company) entered into
a Controlled Equity OfferingSM Sales Agreement, dated April 12,
2017 (the Sales Agreement), with Cantor Fitzgerald Co., to which
the Company may offer and sell up to 20,000,000 shares of the
Companys ClassA common stock, par value $0.01 per share (the
ClassA Common Stock), under the Companys shelf Registration
Statement on Form S-3 (Registration No.333-214772), from time to
time through Cantor Fitzgerald Co., as the Companys sales agent
under the Sales Agreement. Under the Sales Agreement, Cantor
Fitzgerald Co. will be entitled to commissions equal to 2.0% of
the gross proceeds of any of the shares of ClassA Common Stock
that are sold by it as the Companys sales agent. Cantor
Fitzgerald Co. is a wholly owned subsidiary of Cantor Fitzgerald,
L.P. and an affiliate of the Company. The Sales Agreement follows
the Companys prior Controlled Equity Offering SM Sales Agreement, dated
November20, 2014 (the November 2014 Sales Agreement), with Cantor
Fitzgerald Co. under the Companys shelf Registration Statement on
Form S-3 (Registration No.333-200415). Of the 20,000,000 shares
of ClassA Common Stock covered by the November 2014 Sales
Agreement, an aggregate of approximately 17.0 million shares have
been sold as of April 12, 2017, and approximately 3.0 million
shares remained to be sold as of such date.
Sales of shares of
ClassA Common Stock, if any, to the Sales Agreement may be made
by any method permitted by law deemed to be an at the market
offering as defined in Rule 415(a)(4) under the Securities Act of
1933, as amended, including sales made directly on or through the
Nasdaq Global Select Market, any other existing trading market
for the ClassA Common Stock, and/or any other method permitted by
Rule 415(a)(4), at market prices prevailing at the time of sale
or at prices related to such prevailing market prices.
The foregoing
description of the Sales Agreement is qualified in its entirety
by reference to the Sales Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
by reference herein.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits
|
Exhibit No. |
Description |
|
| 1.1 |
Controlled Equity OfferingSM Sales Agreement between BGC Partners, Inc. and Cantor Fitzgerald Co., dated April 12, 2017 |
|
| 5.1 | Opinion of Stephen M. Merkel | |
| 23.1 | Consent of Stephen M. Merkel (included in Exhibit 5.1) |
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: April 12, 2017 |
By: |
/s/ Howard W. Lutnick |
||||
| Name: | Howard W. Lutnick | |||||
| Title: | Chairman and Chief Executive Officer |
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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. BGC Partners, Inc. (NASDAQ:BGCP) Recent Trading Information
BGC Partners, Inc. (NASDAQ:BGCP) closed its last trading session down -0.08 at 10.85 with 964,270 shares trading hands.
