BGC Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.
Item 8.01. Other Events.
Notes Offering
On April 2, 2025, BGC Group, Inc. (the “Registrant,” “BGC” or the “Company”) closed an offering of $700.0 million aggregate principal amount of its 6.150% senior notes due 2030 (the “6.150% Notes”). The initial purchasers in the offering were BofA Securities, Inc., Cantor Fitzgerald & Co. (“CF&Co”), Citizens JMP Securities, LLC, PNC Capital Markets LLC, Regions Securities LLC and Wells Fargo Securities, LLC. The Company received net proceeds from the offering of the 6.150% Notes of approximately $692.8 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.
The 6.150% Notes were issued pursuant to an Indenture, dated as of April 2, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of April 2, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Huntington National Bank, as trustee (the “Trustee”). The 6.150% Notes bear interest at a rate of 6.150% per year, payable in cash on April 2 and October 2 of each year, commencing October 2, 2025. The 6.150% Notes will mature on April 2, 2030. The Company intends to use the net proceeds from the sale of the 6.150% Notes to repurchase, redeem and/or repay at maturity all $288.2 million outstanding aggregate principal amount of its 4.375% Senior Notes due 2025 and all $11.8 million outstanding aggregate principal amount of the 4.375% Senior Notes due 2025 of BGC Partners, Inc. (“BGC Partners”), a wholly owned subsidiary of the Company, in each case including to pay any applicable redemption premium.
The Company may redeem some or all of the 6.150% Notes at any time or from time to time for cash (i) prior to March 2, 2030, at certain “make-whole” redemption prices (as set forth in the Indenture) and (ii) on or after March 2, 2030, at 100% of the principal amount of such notes. If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their 6.150% Notes for cash at a price equal to 101% of the principal amount of the 6.150% Notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
The 6.150% Notes are general senior unsecured obligations of the Company.
The Indenture contains customary covenants, such as reporting of annual and quarterly financial results, and restrictions on certain mergers and consolidations. The 6.150% Notes and the Indenture do not contain any financial covenants.
The 6.150% Notes and the Indenture contain customary events of default, including failure to pay principal or interest, breach of covenants, cross-acceleration to other debt in excess of $100 million and bankruptcy events, all subject to terms, including notice and cure periods, as set forth in the Indenture.
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The 6.150% Notes were offered and sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) and to non-U.S. persons (as defined in Regulation S under the Securities Act) pursuant to Regulation S. The 6.150% Notes have not been registered under the Securities Act or any other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company has entered into a Registration Rights Agreement, dated as of April 2, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the 6.150% Notes for a new issue of notes registered under the Securities Act and to complete such exchange offer prior to 365 days after April 2, 2025. In certain circumstances, the Company may be required to file a shelf registration statement covering resales of the 6.150% Notes.
The foregoing descriptions of the Indenture, the 6.150% Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture, the form of the 6.150% Notes and the Registration Rights Agreement, which are filed as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Discussion of Forward-Looking Statements About BGC
Statements in this report 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. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. 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 and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
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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 Number |
Description | |
| 4.1 | Indenture, dated as of April 2, 2025, between BGC Group, Inc. and The Huntington National Bank, as trustee | |
| 4.2 | First Supplemental Indenture, dated as of April 2, 2025, between BGC Group, Inc. and The Huntington National Bank, as trustee | |
| 4.3 | Form of BGC Group, Inc. 6.150% Senior Notes due 2030 (included in Exhibit 4.2) | |
| 10.1 | Registration Rights Agreement, dated as of April 2, 2025, between BGC Group, Inc. and the parties named therein | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL |
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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.
| BGC Group, Inc. | ||
| Date: April 2, 2025 | By: | /S/ SEAN A. WINDEATT |
| Name: | Sean A. Windeatt | |
| Title: | Co-Chief Executive Officer | |
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