Stock Transactions and Unit Redemptions

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Stock Transactions and Unit Redemptions

5. Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the three and six months ended June 30, 2013 and 2012 were as follows. This table does not include 45.2 million shares of the Company’s Class A common stock (of which approximately 39.1 million are restricted shares) that the Company granted and expects to issue in connection with the global partnership restructuring program (see Note 1—“Organization and Basis of Presentation”).

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Shares outstanding at beginning of period		130,873,581			104,762,935		123,913,759			97,220,042
Share issuances:
Redemptions and exchanges of limited partnership interests (1)		3,498,243			2,530,980		8,837,725			6,004,888
Vesting of restricted stock units (RSUs)		131,571			201,316		623,393			876,289
Acquisitions (2)		1,086,975			839,120		1,086,975			918,835
Purchase of notes receivable in connection with the Company’s acquisition of Grubb & Ellis		—			—		—			453,172
Other issuances of Class A common stock		771,169			47,023		1,899,687			2,952,161
Treasury stock repurchases		(33,478	)		—		(33,478	)		(44,013	)
Shares outstanding at end of period		136,328,061			108,381,374		136,328,061			108,381,374

(1) The issuances related to redemptions and exchanges of limited partnership interests did not impact the fully diluted number of shares and units outstanding.

(2) For the three and six months ended June 30, 2012, 72,009 of these shares were issued pursuant to the exemption from registration provided by Regulation S under the Securities Act.

Class B Common Stock

The Company did not issue any shares of Class B common stock during the three and six months ended June 30, 2013 and 2012.

Controlled Equity Offering

On December 12, 2012, the Company entered into a controlled equity offering sales agreement (the “December 2012 Sales Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under its controlled equity offering sales agreements are used primarily for redemptions of limited partnership interests in BGC Holdings. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the December 2012 Sales Agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of June 30, 2013, the Company has sold 8,672,410 shares of Class A common stock under the December 2012 Sales Agreement.

Unit Redemptions and Share Repurchase Program

The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of BGC Holdings limited partnership interests or other equity interests in the Company’s subsidiaries. On May 1, 2013, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $100 million. This authorization increased to $250 million upon the closing of the NASDAQ OMX Transaction on June 28, 2013 (see Note 1—“Organization and Basis of Presentation”).

The below table excludes 77.4 million units which the Company redeemed or exchanged from partners at the end of the second quarter of 2013. The Company granted and expects to issue 45.2 million restricted shares of the Company’s Class A common stock, of which approximately 39.1 million will be restricted shares (see Note 1—“Organization and Basis of Presentation”). Unit redemption and share repurchase activity for the six months ended June 30, 2013 was as follows:

Period	Total Number of Units Redeemed or Shares Repurchased		Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Plan
Redemptions (1), (2)
January 1, 2013—March 31, 2013		5,193,534	$	4.16
April 1, 2013—April 30, 2013		894,218		5.51
May 1, 2013—May 31, 2013		—		—
June 1, 2013—June 30, 2013		1,764,245		5.48
Total Redemptions		7,851,997	$	4.61
Repurchases (3), (4)
January 1, 2013—March 31, 2013		—	$	—
April 1, 2013—April 30, 2013		33,478		5.61
May 1, 2013—May 31, 2013		—		—
June 1, 2013—June 30, 2013		—		—
Total Repurchases		33,478	$	5.61
Total Redemptions and Repurchases		7,885,475	$	4.61	$	250,000,000

(1) During the three months ended June 30, 2013, the Company redeemed approximately 2.5 million limited partnership units at an average price of $5.54 per unit and approximately 0.2 million founding/working partner units at an average price of $4.68 per unit. During the three months ended June 30, 2012, the Company redeemed approximately 2.6 million limited partnership units at an average price of $6.47 per unit and approximately 0.3 million founding/working partner units at an average price of $7.76 per unit.

(2) During the six months ended June 30, 2013, the Company redeemed approximately 6.9 million limited partnership units at an average price of $4.71 per unit and approximately 0.9 million founding/working partner units at an average price of $3.78 per unit. During the six months ended June 30, 2012, the Company redeemed approximately 5.4 million limited partnership units at an average price of $6.61 per unit and approximately 1.3 million founding/working partner units at an average price of $6.55 per unit.

(3) During the three months ended June 30, 2013, the Company repurchased 33,478 shares of its Class A common stock at an aggregate purchase price of approximately $0.2 million for an average price of $5.61 per share. The Company did not repurchase any shares of its Class A common stock during the three months ended June 30, 2012.

(4) During the six months ended June 30, 2013, the Company repurchased 33,478 shares of its Class A common stock at an aggregate purchase price of approximately $0.2 million for an average price of $5.61 per share. During the six months ended June 30, 2012, the Company repurchased 44,013 shares of its Class A common stock at an aggregate purchase price of approximately $0.3 million for an average price of $7.66 per share.

Redeemable Partnership Interest

The changes in the carrying amount of redeemable partnership interest for the six months ended June 30, 2013 and 2012 were as follows (in thousands):

	Six Months Ended June 30,
	2013			2012
Balance at beginning of period	$	78,839		$	86,269
Consolidated net income allocated to founding/working partner units		5,631			2,367
Earnings distributions		(1,181	)		—
Re-allocation of equity due to additional investment by founding/working partners		938			144
Founding/working partner units exchanged		(1,541	)		(1,716	)
Founding/working partner units redeemed		(2,583	)		(3,895	)
Cantor purchase of Cantor units from BGC Holdings upon redemption of founding/working partner units		—			(2,732	)
Other		(729	)		(2	)
Balance at end of period	$	79,374		$	80,435