BGC starts exchange for issuer swap to simplify capital structure

Chicago, Sept. 6 – BGC Group, Inc. started an exchange offer to swap the issuer name on notes that were originally issued by BGC Partners, Inc., according to a press release.

The company is also conducting a related consent solicitation for the notes.

The company is working to simplify its capital structure following the corporate conversion completed on July 1 whereby BGC Partners became a wholly owned subsidiary of BGC Group.

The offer gives noteholders the opportunity to exchange their existing notes for notes issued by the new parent, BGC Group.

The notes will rank pari passu with the group’s other unsecured senior debt.

BGC Group noted that it also intends to be the issuer and obligor on future debt issuance and credit arrangements, rather than BGC Partners.

Exchange offer

If noteholders tender their notes by the early deadline, they will receive an even exchange of their existing notes for the new notes, plus $1.00 in cash per $1,000 note.

The coupons and maturity dates will be unchanged as will the optional redemption provisions.

However, late tendering noteholders will only receive $970 per $1,000 note and the $1.00 in cash.

The offer applies to the:

• $300 million principal amount of 3.75% senior notes due Oct. 1, 2024 (Cusip: 05541TAM3);

• $300 million principal amount of 4.375% senior notes due Dec. 15, 2025 (Cusips: 05541TAP6, U2100DAE3); and

• $350 million principal amount of 8% senior notes due May 25, 2028 (Cusips: 05541TAQ4, U2100DAF0).

Consent bids

BGC is also soliciting consents to amend the indentures to eliminate certain affirmative and restrictive covenants and events of default.

Consents are also being solicited from holders of the third series listed above, the 8% senior notes due 2028, to amend the registration rights agreement from May 25, 2023 to terminate the agreement.

Details

The early participation deadline is 5 p.m. ET on Sept. 19.

The exchange offer and consent solicitation expire at 5 p.m. ET on Oct. 4.

The dealer manager and the solicitation agent is BofA Securities (888 292-0070, 980 387-3907, debt_advisory@bofa.com).

D.F. King & Co., Inc. is the information and exchange agent for the offer (877 732-3614, 212 269-5550, bgc@dfking.com).

BGC is a financial services company based in New York City.

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