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Subsequent Events
6 Months Ended
Jun. 30, 2011
Subsequent Events  
Subsequent Events

19. Subsequent Events

Second Quarter Dividend

On July 24, 2011, the Company's Board of Directors declared a quarterly cash dividend of $0.17 per share payable on August 25, 2011 to Class A and Class B common stockholders of record as of August 11, 2011.

 

Convertible Senior Notes

On July 29, 2011, the Company issued an aggregate of $160 million principal amount of 4.50% Convertible Senior Notes due 2016 (the "4.50% convertible notes"). In connection with the issuance of the 4.50% convertible notes, the Company entered into an Indenture, dated as of July 29, 2011, with U.S. Bank National Association, as trustee. The 4.50% convertible notes were offered and sold solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The 4.50% convertible notes are general senior unsecured obligations of BGC Partners, Inc. The 4.50% convertible notes pay interest semiannually at a rate of 4.50% per annum and were priced at par. The 4.50% convertible notes are convertible, at the holder's option, at a conversion rate of 101.6260 shares of Class A common stock per $1,000 principal amount of notes, subject to adjustment in certain circumstances. This conversion rate is equal to a conversion price of $9.84 per share, a 20% percent premium over the $8.20 closing price of BGC's Class A common stock on the NASDAQ on July 25, 2011. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's Class A common stock, or a combination thereof at the Company's election.

In connection with the offering of the 4.50% convertible notes, the Company entered into capped call transactions with affiliates of Bank of America Merrill Lynch and Deutsche Bank Securities. The capped call transactions are expected generally to reduce the potential dilution of the Company's Class A common stock upon any conversion of the 4.50% convertible notes in the event that the market value per share of the Company's Class A common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions (which corresponds to the initial conversion price of the 4.50% convertible notes and is subject to certain adjustments similar to those contained in the 4.50% convertible notes). The capped call transactions have a cap price equal to $12.30 per share (50% above the last reported sale price of the Company's Class A common stock on the NASDAQ on July 25, 2011).

The net proceeds from this offering were approximately $144 million after deducting the initial purchasers' discounts and commissions, estimated offering expenses and the cost of the capped call transactions. The Company expects to use the net proceeds from the offering for general corporate purposes, which may include financing acquisitions.

Shares Issued under CEO

During the period since July 1, 2011 to the date of this filing, the Company issued, pursuant to its current controlled equity offering, 1,280,000 shares of Class A common stock related to exchanges and redemptions of limited partnership interests as well as for general corporate purposes.