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Notes Payable, Collateralized and Short-Term Borrowings
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Notes Payable, Collateralized and Short-Term Borrowings

16.

Notes Payable, Collateralized and Short-term Borrowings

Notes payable, collateralized and short-term borrowings consisted of the following (in thousands):

 

Total

 

June 30,

2017

 

 

December 31,

2016

 

8.125% Senior Notes

 

$

109,334

 

 

$

109,271

 

5.375% Senior Notes

 

 

297,573

 

 

 

297,083

 

8.375% Senior Notes

 

 

244,750

 

 

 

246,988

 

5.125% Senior Notes

 

 

296,600

 

 

 

296,215

 

Collateralized borrowings

 

 

42,630

 

 

 

16,210

 

Short-term borrowings

 

 

150,000

 

 

 

 

Total

 

$

1,140,887

 

 

$

965,767

 

 

The Company’s Senior Notes are recorded at amortized cost. As of June 30s, 2017 and December 31, 2016, the carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):

 

 

 

June 30, 2017

 

 

December 31, 2016

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

8.125% Senior Notes

 

$

109,334

 

 

$

115,335

 

 

$

109,271

 

 

$

115,650

 

5.375% Senior Notes

 

 

297,573

 

 

 

315,750

 

 

 

297,083

 

 

 

312,000

 

8.375% Senior Notes

 

 

244,750

 

 

 

253,800

 

 

 

246,988

 

 

 

256,650

 

5.125% Senior Notes

 

 

296,600

 

 

 

316,125

 

 

 

296,215

 

 

 

309,300

 

Total

 

$

948,257

 

 

$

1,001,010

 

 

$

949,557

 

 

$

993,600

 

 

The fair values of the Senior Notes were determined using observable market prices as these securities are traded and are considered Level 1 and Level 2, respectively, within the fair value hierarchy, based on whether they are deemed to be actively traded.

Convertible Notes

On July 29, 2011, the Company issued an aggregate of $160.0 million principal amount of 4.50% Convertible Notes due July 15, 2016. The 4.50% Convertible Notes were general senior unsecured obligations of the Company. The 4.50% Convertible Notes paid interest semiannually at a rate of 4.50% per annum and were priced at par. The Company recorded interest expense related to the 4.50% Convertible Notes of $3.0 million and $6.1 million for the three and six months ended June 30, 2016, respectively. The Company did not record any interest expense related to the 4.5% Convertible Notes for the three and six months ended June 30, 2017.On July 13, 2016, certain holders of the 4.50% Convertible Notes converted $68,000 in principal amount of notes, and, upon conversion, the Company delivered 6,909 shares of its Class A common stock to such holders. On July 15, 2016, the Company repaid the remaining approximately $159.9 million principal amount of its 4.50% Convertible Notes at maturity.

Below is a summary of the interest expense related to the Company’s Convertible Notes (in thousands):

 

 

 

4.50% Convertible Notes

 

4.50% Convertible Notes

 

 

 

For the three months ended

 

For the six months ended

 

 

 

June 30,

2017

 

 

June 30,

2016

 

June 30,

2017

 

 

June 30,

2016

 

Coupon interest

 

$

 

 

$

1,800

 

$

 

 

$

3,600

 

Amortization of discount

 

 

 

 

 

1,234

 

 

 

 

 

2,459

 

Total interest expense

 

$

 

 

$

3,034

 

$

 

 

$

6,059

 

 

8.125% Senior Notes

On June 26, 2012, the Company issued an aggregate of $112.5 million principal amount of 8.125% Senior Notes due 2042 (the “8.125% Senior Notes”). The 8.125% Senior Notes are senior unsecured obligations of the Company. The 8.125% Senior Notes may be redeemed for cash, in whole or in part, on or after June 26, 2017, at the Company’s option, at any time and from time to time, until maturity at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The 8.125% Senior Notes are listed on the New York Stock Exchange under the symbol “BGCA.” The Company used the proceeds to repay short-term borrowings under its unsecured revolving credit facility and for general corporate purposes, including acquisitions.

The initial carrying value of the 8.125% Senior Notes was $108.7 million, net of debt issuance costs of $3.8 million. The issuance costs are amortized as interest cost, and the carrying value of the 8.125% Senior Notes will accrete up to the face amount over the term of the 8.125% Senior Notes. The Company recorded interest expense related to the 8.125% Senior Notes of $2.3 million for each of the three months ended June 30, 2017 and 2016. The Company recorded interest expense related to the 8.125% Senior Notes of $4.6 million for each of the six months ended June 30, 2017 and 2016.

5.375% Senior Notes

On December 9, 2014, the Company issued an aggregate of $300.0 million principal amount of 5.375% Senior Notes due 2019 (the “5.375% Senior Notes”). The 5.375% Senior Notes are general senior unsecured obligations of the Company. These Senior Notes bear interest at a rate of 5.375% per year, payable in cash on June 9 and December 9 of each year, commencing June 9, 2015. The interest rate payable on the notes will be subject to adjustments from time to time based on the debt rating assigned by specified rating agencies to the notes, as set forth in the Indenture. The 5.375% Senior Notes will mature on December 9, 2019. The Company may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The initial carrying value of the 5.375% Senior Notes was $295.1 million, net of the discount and debt issuance costs of $4.9 million. The issuance costs are amortized as interest cost, and the carrying value of the 5.375% Senior Notes will accrete up to the face amount over the term of the notes. The Company recorded interest expense related to the 5.375% Senior Notes of $4.3 million for both the three and six months ended June 30, 2017 and 2016. The Company recorded interest expense related to the 5.375% Senior Notes of $8.6 million for both the six months ended June 30, 2017 and 2016.

8.375% Senior Notes

As part of the GFI acquisition, the Company assumed $240.0 million in aggregate principal amount of 8.375% Senior Notes due July 2018 (the “8.375% Senior Notes”). The carrying value of these notes as of June 30, 2017 was $244.7 million. Interest on these notes is payable, semi-annually in arrears on the 19th of January and July. Due to the cumulative effect of downgrades to the credit rating of GFI’s 8.375% Senior Notes, the 8.375% Senior Notes were subjected to 200 basis points penalty interest. On April 28, 2015, a subsidiary of the Company purchased from GFI approximately 43.0 million new shares of GFI common stock. This increased BGC’s ownership to approximately 67% of GFI’s outstanding common stock and gave the Company the ability to control the timing and process with respect to a full merger. Also on July 10, 2015, the Company guaranteed the obligations of GFI under the 8.375% Senior Notes. These actions resulted in upgrades of the credit ratings of GFI’s 8.375% Senior Notes by Moody’s Investors Service, Fitch Ratings Inc. and Standard & Poor’s, which reduced the penalty interest to 25 basis points effective July 19, 2015. In addition, on January 13, 2016, Moody’s further upgraded the credit rating on GFI’s 8.375% Senior Notes, eliminating the penalty interest. The Company recorded interest expense related to the 8.375% Senior Notes of $5.0 million for both the three months ended June 30, 2017 and 2016. The Company recorded interest expense related to the 8.375% Senior Notes of $10.0 million and $10.1 million for the six months ended June 31, 2017 and 2016, respectively.

5.125% Senior Notes

On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes due 2021 (the “5.125% Senior Notes”). The 5.125% Senior Notes are general senior unsecured obligations of the Company. These Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortized as interest expense and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. The Company recorded interest expense related to the 5.125% Senior Notes of $4.0 million and $1.6 million for the three months ended June 30, 2017 and 2016, respectively. The Company recorded interest expense related to the 5.125% Senior Notes of $8.1 million and $1.6 million, respectively, for the six months ended June 30, 2017 and 2016.

Collateralized Borrowings

On March 13, 2015, the Company entered into a secured loan arrangement of $28.2 million under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.70% and matures on March 13, 2019. As of June 30, 2017, the Company had $12.7 million outstanding related to this secured loan arrangement, which includes $0.1 million of deferred financing costs. The value of the fixed assets pledged as of June 30, 2017 was $1.5 million. The Company recorded interest expense related to this secured loan arrangement of $0.1 million and $0.2 million for the three months ended June 30, 2017 and 2016, respectively. The Company recorded interest expense related to this secured loan arrangement of $0.3 million and $0.4 million for the six months ended June 30, 2017 and 2016, respectively.

On May 31, 2017, the Company entered into a secured loan arrangement of $29.9 million under which it pledged certain fixed assets as security for a loan.  This arrangement incurs interest at a fixed rate of 3.44% and matures on May 31, 2021.  As of June 30, 2017, the Company had $29.9 million outstanding related to this secured loan arrangement.  The value of the fixed assets pledged as of June 30, 2017 was $25.8 million.  The Company recorded interest expense related to this secured loan arrangement of $0.1 million for both the three and six months ended June 30, 2017.  

Credit Agreement

On February 25, 2016, the Company replaced an existing $25 million committed unsecured credit agreement with Bank of America, N.A. with a new committed unsecured credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders. Several of the Company’s domestic non-regulated subsidiaries are parties to the credit agreement as guarantors. The credit agreement provides for revolving loans of $150.0 million, with the option to increase the aggregate loans to $200.0 million. The maturity date of the facility is February 25, 2018. Borrowings under this facility bear interest at either LIBOR or a defined base rate plus an additional margin which ranges from 50 basis points to 250 basis points depending on the Company’s debt rating as determined by S&P and Fitch and whether such loan is a LIBOR loan or a base rate loan. As of June 30, 2017, there were $150.0 million of borrowings outstanding under the facility. As of June 30, 2017, the interest rate on this facility was 3.22%. There were no borrowings under the facility as of December 31, 2016. For the three months ended June 30, 2017 and June 30, 2016, the Company recorded interest expense related to the credit facility of $1.0 million and $0.2 million, respectively. For the six months ended June 30, 2017 and 2016, the Company recorded interest expense related to the credit facility of $1.2 million and $0.3 million, respectively.