false 0001094831 0001094831 2019-09-25 2019-09-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2019

 

BGC Partners, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

0-28191

 

13-4063515

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value

 

BGCP

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 8.01. Other Events.

Press Release Regarding Pricing of Note Offering

On September 25, 2019, pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), BGC Partners, Inc. (the “Registrant,” “BGC Partners” or “BGC”) issued a press release announcing the pricing of its private offering of $300 million aggregate principal amount of 3.750% senior unsecured notes due 2024 (the “3.750% Notes”). The 3.750% 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.

A copy of this press release is attached as Exhibit 99.1 to this Form 8-K. Nothing in this filing or the attached press release shall constitute an offer to sell or a solicitation of an offer to purchase any notes.

BGC intends to use the net proceeds from the sale of the 3.750% Notes for general corporate purposes, including to pay down unsecured senior revolving credit agreement indebtedness.

Discussion of Forward-Looking Statements About BGC Partners

Statements in this document and 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 BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent Forms 10-K, Forms 10-Q or Forms 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

EXHIBIT INDEX

Exhibit

Number

   

Description

         
 

99.1

   

BGC Partners, Inc. press release dated September 25, 2019

         
 

104

   

The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

BGC Partners, Inc.

         

Date: September 25, 2019

 

By:

 

/S/  HOWARD W. LUTNICK

 

Name:

 

Howard W. Lutnick

 

Title:

 

Chairman of the Board and Chief

Executive Officer

[Signature Page to Form 8-K, dated September 25, 2019, regarding press release announcing the pricing of BGC’s senior notes offering.]

Exhibit 99.1

 

LOGO

BGC ANNOUNCES PRICING OF $300 MILLION OF 3.750% SENIOR NOTES

NEW YORK, NY – September 25, 2019 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC”) today announced the pricing of its offering of $300 million aggregate principal amount of 3.750% senior notes (the “notes”).

The notes will be general senior unsecured obligations of BGC. The notes will pay interest semi-annually at a rate of 3.750% per annum, on each April 1 and October 1, beginning on April 1, 2020, and will mature on October 1, 2024. The closing, subject to customary conditions, is expected to occur on September 27, 2019. BGC intends to use the net proceeds for general corporate purposes, including to pay down unsecured senior revolving credit agreement indebtedness.

The notes were offered and sold in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This notice is issued pursuant to Rule 135c under the Securities Act, and does not constitute an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Discussion of Forward-Looking Statements about BGC

Statements in this document 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 BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent Forms 10-K, Forms 10-Q or Forms 8-K.

Media Contact:

Karen Laureano-Rikardsen

+1 212-829-4975

Investor Contact:

Ujjal Basu Roy or Jason McGruder

+1 212-610-2426