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Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events

31.

Subsequent Events

Second Quarter 2018 Dividend

 

On August 1, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per share for the second quarter of 2018, payable on September 5, 2018 to BGC Class A and Class B common stockholders of record as of August 20, 2018.

On August 1, 2018, Newmark’s Board of Directors declared a quarterly cash dividend of $0.09 per share for the second quarter of 2018, payable on September 5, 2018 to Newmark Class A and Class B common stockholders of record as of August 20, 2018.

Controlled Equity Offering

Since June 30, 2018, the Company has sold, pursuant to the March 2018 Sales Agreement, 1.1 million shares of BGC Class A common stock for redemptions and exchanges of limited partnership interests in BGC Holdings and Newmark Holdings.

Drawdown of Credit Facilities, Repayment of 8.375% Notes, Issuance of 5.375% Senior Notes and Repayment of Short-term Borrowings

On July 18, 2018, the Company drew down the remaining $120.0 million from its senior credit facility with Cantor Fitzgerald, L.P. and the remaining $82.9 million from its senior revolving credit facility with Bank of America, N.A., as administrative agent, and a syndicate of lenders, at current interest rates of LIBOR plus 3.25% and 2.25%, respectively (the $120.0 million and the $82.9 million collectively, the “short-term borrowings”). On July 19, 2018 the Company used the short-term borrowings, together with cash on hand, to repay in full at maturity the outstanding balance of $240.0 million in aggregate principal amount plus accrued and unpaid interest payable on its 8.375% Senior Notes, which were issued by the Company’s wholly owned subsidiary, GFI Group Inc. (“GFI”), and guaranteed by the Company as part of its acquisition of GFI.

On July 19, 2018 the Company also announced the pricing of its offering of $450.0 million aggregate principal amount of 5.375% Senior Notes due 2023 (the “5.375% Senior Notes due 2023”). The note issuance closed on July 24, 2018. The 5.375% Senior Notes due 2023 are general senior unsecured obligations of BGC. The notes bear interest semi-annually at a rate of 5.375% per annum, on each January 24 and July 24, beginning on January 24, 2019, and will mature on July 24, 2023. The Company used a portion of the net proceeds from the offering to repay the short-term borrowings in full. Additional net proceeds will be used for general corporate purposes, including the redemption of the Company’s outstanding 8.125% Senior Notes due 2042.

On July 31, 2018, the Company filed a Registration Statement on Form S-4 pursuant to which, once the Registration Statement on Form S-4 is declared effective by the SEC, the holders of the 5.375% Senior Notes due 2023, which were issued in a private placement, may exchange such notes for new registered notes with substantially identical terms.

On August 1, 2018, the Company’s Board of Directors approved the redemption of the outstanding $112.5 million principal amount of its 8.125% Senior Notes due 2042. In connection with the Separation, Newmark OpCo assumed from BGC U.S. OpCo the rights and obligations under the 2042 Promissory Note payable to BGC. Under the terms of the 2042 Promissory Note, Newmark OpCo will be required to repay the $112.5 million principal amount incurred thereunder, plus accrued and unpaid interest to, but excluding, the redemption date of the 8.125% Senior Notes. In order to fund the repayment of 2042 Promissory Note, BGC’s and Newmark’s Board of Directors have approved a $112.5 million loan by BGC U.S. OpCo to Newmark OpCo under the Intercompany Credit Agreement, which will bear interest at an annual rate equal to 6.5%. On August 3, 2018, the Company delivered a notice of redemption to the holders of the outstanding $112.5 million aggregate principal amount of the 8.125% BGC Senior Notes. The redemption will occur on September 5, 2018.

Acquisition

On July 20, 2018, NKF acquired Jackson & Cooksey, Inc., a Texas corporation, a nationally known corporate tenant representation real estate agency.

Repurchase Authorizations

On August 1, 2018 the Company’s Board of Directors increased the Company’s repurchase authorization by $194 million to $300 million. On August 1, 2018 Newmark’s Board of Directors doubled its repurchase authorization to $200 million.

Amendment to the BGC Credit Agreement

On August 6, 2018, BGC entered into an amendment to the existing BGC Credit Agreement with Cantor. The amendment to the BGC Credit Agreement increases the aggregate principal amount that can be loaned to the other party or any of its subsidiaries from $250 million to $400 million that can be outstanding at any time. The amendment to the BGC Credit Agreement was approved by the Company’s Board of Directors and Audit Committee.