| 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.
On September 20, 2023, BGC Group, Inc. (“BGC Group” or “BGC”) issued a press release announcing the results (as of 5:00 pm, New York City time, on September 19, 2023, the early participation date (the “Early Participation Date”)) of its previously announced (a) offers to exchange the 3.750% Senior Notes due 2024, 4.375% Senior Notes due 2025 and 8.000% Senior Notes due 2028 (collectively, the “Old Notes”) issued by BGC Partners, Inc., a Delaware corporation and BGC Group’s wholly owned subsidiary (“BGC Partners”), for new notes to be issued by BGC Group with the same respective interest rates and maturity dates (the “New Notes), (b) the related solicitation of consents to eliminate certain affirmative and restrictive covenants and events of default in the indenture between BGC Partners and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Old Base Indenture”) and supplemental indentures governing each series of the Old Notes (collectively, the “proposed indenture amendments”), and (c) the solicitation of consents from each holder of BGC Partners’ outstanding 8.000% Senior Notes due 2028 to amend the Registration Rights Agreement, dated May 25, 2023, by and among BGC Partners and the parties thereto (the “Old 2028 Notes Registration Rights Agreement”) to terminate such agreement (collectively, with the proposed indenture amendments, the “proposed amendments”), which in each case required the consent of the majority of the outstanding aggregate principal amount of each affected series of Old Notes.
As more fully set forth in the attached press release, approximately 82.81% of BGC Partners’ 3.750% Senior Notes due 2024, approximately 95.69% of BGC Partners’ 4.375% Senior Notes due 2025, and approximately 98.47% of BGC Partners’ 8.000% Senior Notes due 2028 were tendered and not validly withdrawn prior to the Early Participation Date. Also at 5:00 pm on September 19, 2023, consent revocation rights expired with respect to the consent solicitations (the “Consent Revocation Deadline”). As a result, at the Consent Revocation Deadline, the requisite noteholder consents were received to adopt the proposed amendments and on September 19, 2023, BGC Partners executed (i) the Fourth Supplemental Indenture to the Old Base Indenture to implement the proposed indenture amendments (the “Old Notes Supplemental Indenture”) and (ii) a written acknowledgement of the amendment to the Old 2028 Notes Registration Rights Agreement to terminate such agreement (the “Written Acknowledgement”). Each of the Old Notes Supplemental Indenture and the Written Acknowledgement will become effective on the settlement date of the exchange offers. A valid withdrawal of tendered Old Notes from the applicable exchange offer after the Consent Revocation Deadline is not deemed a revocation of the related consents and the holder’s consents will continue to be deemed delivered.
BGC Group is conducting the exchange offers to simplify its capital structure following the corporate conversion, effective as of July 1, 2023, whereby BGC Partners became a wholly owned subsidiary of BGC Group.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the New Notes, it does not constitute an offer to purchase, or a solicitation of an offer to sell, the Old Notes, and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
