Stock Transactions and Unit Redemptions

9 Months Ended

Sep. 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 nine months ended September 30, 2013 and 2012 were as follows.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013			2012
Shares outstanding at beginning of period		136,328,061			108,381,374		123,913,759			97,220,042
Share issuances:
Redemptions and exchanges of limited partnership interests (1)		42,845,569			6,292,281		51,683,294			12,297,169
Vesting of restricted stock units (RSUs)		121,795			296,257		745,188			1,172,546
Acquisitions (2)		—			5,406		1,086,975			924,241
Purchase of notes receivable in connection with the Company’s acquisition of Grubb & Ellis		—			—		—			453,172
Other issuances of Class A common stock		553,786			17,766		2,453,473			2,969,927
Treasury stock repurchases		(966,244	)		—		(999,722	)		(44,013	)
Shares outstanding at end of period		178,882,967			114,993,084		178,882,967			114,993,084

(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 nine months ended September 30, 2012, respectively, 5,406 and 77,415 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 nine months ended September 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 September 30, 2013, the Company has sold 9,050,010 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 July 30, 2013, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $250 million.

The table below represents unit redemption and share repurchase activity for the nine months ended September 30, 2013 and excludes activity with respect to the Global Partnership Restructuring Program, including the approximately 77 million units which the Company redeemed or exchanged from partners at the end of the second quarter of 2013 and the grant of approximately 45 million shares of the Company’s Class A common stock, of which approximately 39 million were restricted shares (see Note 1—“Organization and Basis of Presentation”).

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—June 30, 2013		2,658,463		5.49
July 1, 2013—July 31, 2013		—		—
August 1, 2013—August 31, 2013		—		—
September 1, 2013—September 30, 2013		452,115		5.70
Total Redemptions		8,304,112	$	4.67
Repurchases (3), (4)
January 1, 2013—March 31, 2013		—	$	—
April 1, 2013—June 30, 2013		33,478		5.61
July 1, 2013—July 31, 2013		—		—
August 1, 2013—August 31, 2013		—		—
September 1, 2013—September 30, 2013		966,244		5.77
Total Repurchases		999,722	$	5.77
Total Redemptions and Repurchases		9,303,834	$	4.79	$	241,844,953

(1) During the three months ended September 30, 2013, the Company redeemed approximately 0.4 million limited partnership units at an average price of $5.70 per unit and approximately 0.1 million founding/working partner units at an average price of $5.73 per unit. During the three months ended September 30, 2012, the Company redeemed approximately 4.7 million limited partnership units at an average price of $5.06 per unit and approximately 0.1 million founding/working partner units at an average price of $5.68 per unit.

(2) During the nine months ended September 30, 2013, the Company redeemed approximately 7.4 million limited partnership units at an average price of $4.77 per unit and approximately 0.9 million founding/working partner units at an average price of $3.87 per unit. During the nine months ended September 30, 2012, the Company redeemed approximately 10.2 million limited partnership units at an average price of $5.89 per unit and approximately 1.4 million founding/working partner units at an average price of $6.47 per unit.

(3) During the three months ended September 30, 2013, the Company repurchased 966,244 shares of its Class A common stock at an aggregate purchase price of approximately $5.6 million for an average price of $5.77 per share. The Company did not repurchase any shares of its Class A common stock during the three months ended September 30, 2012.

(4) During the nine months ended September 30, 2013, the Company repurchased 999,722 shares of its Class A common stock at an aggregate purchase price of approximately $5.8 million for an average price of $5.77 per share. During the nine months ended September 30, 2012, the Company repurchased 44,013 shares of its Class A common stock at an aggregate purchase price of approximately $337 thousand for an average price of $7.66 per share.

Redeemable Partnership Interest

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

	Nine Months Ended September 30,
	2013			2012
Balance at beginning of period	$	78,839		$	86,269
Consolidated net income allocated to founding/working partner units		7,839			2,381
Earnings distributions		(4,155	)		(1,834	)
Re-allocation of equity due to additional investment by founding/working partners		938			144
Founding/working partner units exchanged		(2,187	)		(4,035	)
Founding/working partner units redeemed		(2,741	)		(3,228	)
Cantor purchase of Cantor units from BGC Holdings upon redemption of founding/working partner units		—			(2,732	)
Other		(698	)		(3	)
Balance at end of period	$	77,835		$	76,962