BGC gives exchange offer early results, extends early participation fee

By Mary-Katherine Stinson

Lexington, Ky., Sept. 20 – BGC Group, Inc. announced the early results of its exchange offer to swap the issuer name on three series of notes that were originally issued by BGC Partners, Inc. and also extended the early participation premium through the expiration of the offer, according to an 8-K filing with the Securities and Exchange Commission and a press release.

As of the early participation deadline of 5 p.m. ET on Sept. 19, the results are as follows:

• $248.42 million, or about 82.81%, of the $300 million principal amount of 3.75% senior notes due Oct. 1, 2024 (Cusip: 05541TAM3) were tendered;

• $287,073,000, or about 95.69%, of the $300 million principal amount of 4.375% senior notes due Dec. 15, 2025 (Cusips: 05541TAP6, U2100DAE3) were tendered; and

• $344,647,000, or about 98.47%, of the $350 million principal amount of 8% senior notes due May 25, 2028 (Cusips: 05541TAQ4, U2100DAF0) were tendered.

When the offer was launched, the company said noteholders who tendered their notes by the early deadline would receive an even exchange of their existing notes for the new notes, plus $1.00 in cash per $1,000 note. This will now apply to all notes tendered through the expiration of the offer.

Originally, late tendering noteholders would only be eligible to receive $970 per $1,000 note and the $1.00 in cash.

As previously announced, 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 coupons and maturity dates will be unchanged as will the optional redemption provisions.

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.

Consent bids

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

Consents were 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.

BGC reported on Wednesday that the required consents have been received for each series of notes by the consent revocation deadline, which was also 5 p.m. ET on Sept. 19.

On Sept. 19, BGC Partners executed the fourth supplemental indenture to the old base indenture to implement the proposed amendments and a written acknowledgement of the amendment to the old 2028 notes registration rights agreement to terminate the agreement. It will become effective on settlement.

A withdrawal of consents after this deadline will not be deemed to be a revocation, and consents will still be deemed to be delivered.

Details

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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