Press Releases Regarding Note Offering
On July 19, 2018, pursuant 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 $450 million 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 July 19,
2018, pursuant 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 July 18, 2018, the Company drew down the remaining $120 million from its senior credit facility with Cantor
Fitzgerald, L.P. and the remaining $82.85 million 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 $120 million and the $82.85 million 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 $240 million in aggregate principal amount plus any accrued and unpaid interest payable on its 8.375% Senior Notes due July 19, 2018, which were issued by
the Companys 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 Companys 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 BGCs 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.