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Long-term Debt, Collateralized and Short-term Borrowings
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Long-term Debt, Collateralized and Short-term Borrowings

21.

Long-term Debt, Collateralized and Short-term Borrowings

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

 

 

 

September 30,

2017

 

 

December 31,

2016

 

Unsecured senior revolving credit agreement

 

$

396,911

 

 

$

 

Unsecured senior term loan credit agreement

 

 

572,194

 

 

 

8.125% Senior Notes

 

 

109,365

 

 

 

109,271

 

5.375% Senior Notes

 

 

297,819

 

 

 

297,083

 

8.375% Senior Notes

 

 

243,611

 

 

 

246,988

 

5.125% Senior Notes

 

 

296,797

 

 

 

296,215

 

Collateralized borrowings

 

 

39,110

 

 

 

16,210

 

Total Long-term debt and collateralized borrowings

 

 

1,955,807

 

 

 

965,767

 

Short-term borrowings

 

 

6,313

 

 

 

 

Total Long-term debt, collateralized and short-term borrowings

 

$

1,962,120

 

 

$

965,767

 

 

Unsecured Senior Revolving Credit Agreement

On September 8, 2017, the Company entered into a committed unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders.  The revolving credit agreement provides for revolving loans of up to $400.0 million.  The maturity date of the facility is September 8, 2019.  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 325 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 September 30, 2017, there were $400.0 million of borrowings outstanding under the facility. The carrying value of the facility as of September 30, 2017 was $396.9 million, net of deferred financing costs of $3.1 million. As of September 30, 2017, the interest rate on this facility was 3.49%. The Company recorded interest expense related to the credit facility of $1.1 million for both the three and nine months ended September 30, 2017.

Unsecured Senior Term Loan Credit Agreement

On September 8, 2017, the Company entered into a committed unsecured senior term loan credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders.  The term loan credit agreement provides for loans of up to $575.0 million.  The maturity date of the agreement is September 8, 2019. 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 325 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. The term loan credit agreement is also subject to mandatory prepayment from 100% of net cash proceeds of all material asset sales and debt and equity issuances (subject to certain customary exceptions, including sales under the Company’s CEO sales program). As of September 30, 2017, there were $575.0 million of borrowings outstanding under the facility. The carrying value of the facility as of September 30, 2017 was $572.2 million, net of deferred financing costs of $2.8 million. As of September 30, 2017, the interest rate on this facility was 3.49%. The Company recorded interest expense related to the facility of $1.5 million for both the three and nine months ended September 30, 2017.

Senior Notes

 

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

 

 

 

September 30, 2017

 

 

December 31, 2016

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

8.125% Senior Notes

 

$

109,365

 

 

$

117,000

 

 

$

109,271

 

 

$

115,650

 

5.375% Senior Notes

 

 

297,819

 

 

 

315,750

 

 

 

297,083

 

 

 

312,000

 

8.375% Senior Notes

 

 

243,611

 

 

 

250,800

 

 

 

246,988

 

 

 

256,650

 

5.125% Senior Notes

 

 

296,797

 

 

 

318,000

 

 

 

296,215

 

 

 

309,300

 

Total

 

$

947,592

 

 

$

1,001,550

 

 

$

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.

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 September 30, 2017 and 2016. The Company recorded interest expense related to the 8.125% Senior Notes of $6.9 million for each of the nine months ended September 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 months ended September 30, 2017 and 2016. The Company recorded interest expense related to the 5.375% Senior Notes of $12.8 million for both the nine months ended September 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 September 30, 2017 was $243.6 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 which was completed on January 12, 2016. 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 September 30, 2017 and 2016. The Company recorded interest expense related to the 8.375% Senior Notes of $15.1 million for both the nine months ended September 30, 2017 and 2016.

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 for both the three months ended September 30, 2017 and 2016. The Company recorded interest expense related to the 5.125% Senior Notes of $12.1 million and $5.6 million, respectively, for the nine months ended September 30, 2017 and 2016.

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 Company recorded interest expense related to the 4.50% Convertible Notes of $0.5 million and $6.6 million for the three and nine months ended September 30, 2016, respectively. The Company did not record any interest expense related to the 4.50% Convertible Notes for the three and nine months ended September 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.

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 September 30, 2017, the Company had $10.9 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 September 30, 2017 was $1.1 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 September 30, 2017 and 2016, respectively. The Company recorded interest expense related to this secured loan arrangement of $0.4 million and $0.6 million for the nine months ended September 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 September 30, 2017, the Company had $28.2 million outstanding related to this secured loan arrangement. The value of the fixed assets pledged as of September 30, 2017 was $21.6 million. The Company recorded interest expense related to this secured loan arrangement of $0.2 million and $0.3 million for both the three and nine months ended September 30, 2017, respectively.  

Short-term Borrowings

On February 25, 2016, the Company entered into a 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. 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. This facility was terminated on September 8, 2017, at which point the outstanding balance of $150.0 million was repaid. There were no borrowings outstanding under the facility as of September 30, 2017 and as of December 31, 2016. For the three months ended September 30, 2017 and September 30, 2016, the Company recorded interest expense related to the credit facility of $1.2 million and $0.2 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded interest expense related to the credit facility of $2.4 million and $0.5 million, respectively.

On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The credit agreement provides for short term loans of up to $6.3 million (BRL 20.0 million).  The maturity date of the agreement is February 19, 2018. Borrowings under this facility bear interest at the Brazilian Interbank offering rate plus 3.30%. As of September 30, 2017, there were $6.3 million of borrowings outstanding under the facility. As of September 30, 2017, the interest rate was 12.92%. The Company recorded interest expense related to the loan of $0.1 million for both the three and nine months ended September 30, 2017.

On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The credit agreement provides for an intra-day overdraft credit line up to $15.8 million (BRL 50.0 million).  The maturity date of the agreement is December 14, 2017. This facility bears a fee of 1.00% per year. As of September 30, 2017, there were no borrowings outstanding under this facility. The Company recorded bank fees related to the agreement of $0.1 million for both the three and nine months ended September 30, 2017.