8-K

BGC Group, Inc.

Date: September 20, 2023

/s/ Howard W. Lutnick

Howard W. Lutnick

Chairman of the Board and Chief Executive Officer

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 20, 2023

BGC Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-35591

86-3748217

(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

BGC

The Nasdaq Stock Market LLC

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 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.

Item 8.01.

Other Events.

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.

Discussion of Forward-Looking Statements about BGC

Statements in this Current Report on Form 8-K 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. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. 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 reports on Form 10-K, Form 10-Q or Form 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 Group, Inc. press release dated September 20, 2023

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits