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BGC Group, Inc. - Exchange Offer & Consent Solicitation - Final Results

BGC Group, Inc. Announces Final Results in Exchange Offers and Consent Solicitations


05 OCTOBER 2023


Full announcement, including disclaimers and disclosures, available via Prnewswire


"NEW YORK, Oct. 5, 2023 /PRNewswire/ -- BGC Group, Inc. (Nasdaq: BGC) ("BGC Group") today announced the final results of its previously announced offers to exchange (the "exchange offers") any and all validly tendered (and not validly withdrawn) and accepted notes of the three series described in the table below (collectively, the "Old Notes") issued by BGC Partners, Inc., BGC Group's wholly-owned subsidiary ("BGC Partners"), for notes to be issued by BGC Group with the same respective interest rates and maturity dates as the accepted notes (collectively, the "New Notes").


The table below sets forth the aggregate principal amounts of each series of Old Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 4, 2023, when the exchange offers expired. The settlement of the exchange offers is expected to occur on October 6, 2023.



BGC Group conducted the exchange offers to simplify its capital structure following the corporate conversion completed on July 1, 2023, whereby BGC Partners became a wholly owned subsidiary of BGC Group, and to give existing holders of the Old Notes the opportunity to obtain New Notes issued by BGC Group, which will rank pari passu with BGC Group's other unsecured senior indebtedness. In connection with the closing of the exchange offers, BGC Group intends to assume BGC Partners' credit facilities. BGC Group also intends to be the issuer and obligor on future debt issuances and credit arrangements, rather than BGC Partners.


In connection with the exchange offers, BGC Group also solicited consents on behalf of BGC Partners (the "consent solicitations") from (i) holders of the Old Notes to certain proposed amendments to 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 to the supplemental indentures thereto governing each series of the Old Notes to eliminate certain affirmative and restrictive covenants and events of default (collectively, the "proposed indenture amendments"), and (ii) holders of BGC Partners' outstanding 8.000% Senior Notes due May 25, 2028 to amend the Registration Rights Agreement, dated May 25, 2023 relating to such notes (the "Old 2028 Notes Registration Rights Agreement") to terminate such agreement. On September 19, 2023, BGC Partners and the relevant counterparties executed (i) the Fourth Supplemental Indenture to the Old Base Indenture to implement the proposed indenture amendments and (ii) a written acknowledgement of the amendment to the Old 2028 Notes Registration Rights Agreement to terminate such agreement, both of which will become effective on the settlement date of the exchange offers."


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BGC Group, Inc. Announces Early Participation Results in Exchange Offers and Consent Solicitations and Extension of Early Participation Premium


20 SEPTEMBER 2023


Full announcement available via SEC


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"NEW YORK, NY – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group”) today announced that, as of 5:00 p.m., New York City time, on September 19, 2023 (the “Early Participation Date” or the “Consent Revocation Deadline”), the aggregate principal amounts of the three series of notes described in the table below (collectively, the “Old Notes”) issued by BGC Partners, Inc., BGC Group’s wholly owned subsidiary (“BGC Partners”), had been validly tendered and not validly withdrawn in connection with BGC Group’s previously announced offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by BGC Group with the same respective interest rates and maturity dates (collectively, the “New Notes”). In connection with the exchange offers, BGC Group (on behalf of BGC Partners) is soliciting consents (the “consent solicitation”) from (i) holders of the Old Notes to certain proposed amendments to 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 corresponding supplemental indenture pursuant to which the applicable series of Old Notes were issued to eliminate certain affirmative and restrictive covenants and events of default (collectively, the “proposed indenture amendments”) and (ii) each holder of BGC Partners’ outstanding 8.000% Senior Notes due May 25, 2028 (the “Old 2028 Notes”) to amend the Registration Rights Agreement, dated May 25, 2023, relating to the Old 2028 Notes (the “Old 2028 Notes Registration Rights Agreement”) to terminate such agreement (collectively, with the proposed indenture amendments, the “proposed amendments”). A registration statement on Form S-4 (File No. 333-274356) (the “Registration Statement”) relating to the exchange offers and consent solicitations was filed with the Securities and Exchange Commission (“SEC”) on September 6, 2023, but has not yet been declared effective.


BGC Group also announced today amendments to each of the exchange offers to extend the period during which validly tendered (and not validly withdrawn) Old Notes are eligible to receive the “Early Participation Premium” from 5:00 p.m., New York City time, on September 19, 2023 to 5:00 p.m., New York City time, on October 4, 2023 (the “Expiration Date”). The Early Participation Premium consists of $30 principal amount of New Notes having an interest rate and maturity identical to the applicable series of Old Notes accepted for exchange. In exchange for each $1,000 principal amount of Old Notes that is validly tendered (and not validly withdrawn) prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive consideration which consists of $1,000 principal amount of the corresponding New Notes and $1.00 cash. The expiration time of each of the exchange offers continues to be 5:00 p.m., New York City time, on October 4, 2023, unless extended. The New Notes are expected to be issued promptly on or about the second business day following the Expiration Date."


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BGC Group, Inc. Commences Offers to Exchange Three Series of Notes Issued by BGC Partners, Inc. for Notes Issued by BGC Group, Inc.


06 SEPTEMBER 2023


Full announcement available via SEC


NEW YORK, NY – September 6, 2023 – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group” or the “Company”) today announced the commencement of offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the three series described in the table below (collectively, the “Old Notes”) issued by BGC Partners, Inc., BGC Group’s wholly-owned subsidiary (“BGC Partners”), for notes to be issued by BGC Group as described in the table below (collectively, the “New Notes”). A registration statement on Form S-4 relating to the issuance of the New Notes was filed with the U.S. Securities and Exchange Commission (“SEC”) on September 6, 2023 (the “Registration Statement”) but has not yet been declared effective. "


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"BGC Group is conducting the exchange offers to simplify its capital structure following the corporate conversion completed on July 1, 2023, whereby BGC Partners became a wholly owned subsidiary of BGC Group, and to give existing holders of the Old Notes the opportunity to obtain New Notes issued by BGC Group, which will rank pari passu with BGC Group’s other unsecured senior indebtedness. In connection with the closing of the exchange offers, BGC Group intends to assume BGC Partners’ credit facilities. BGC Group also intends to be the issuer and obligor on future debt issuances and credit arrangements, rather than BGC Partners.


In connection with the exchange offers, BGC Group is soliciting consents (the “consent solicitations”) from holders of the Old Notes (on behalf of BGC Partners) to certain proposed amendments (collectively, the “proposed indenture amendments”) to the corresponding indenture and supplemental indentures pursuant to which such Old Notes were issued (collectively, the “Old Notes Indentures”) which amendments will, among other things, eliminate certain affirmative and restrictive covenants and events of default in the Old Note Indentures. BGC Group is also soliciting consents (on behalf of BGC Partners) from each holder of BGC Partners’ outstanding 8.000% Senior Notes due May 25, 2028 (the “Old 2028 Notes”) to amend the Registration Rights Agreement, dated May 25, 2023, relating to the Old 2028 Notes, to terminate such agreement (collectively, with the proposed indenture amendments, the “proposed amendments”). If the proposed amendments become effective with respect to any series of Old Notes, the amendments will apply to all Old Notes of such series not tendered in the applicable exchange offer."


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