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Notes Payable, Other and Short-Term Borrowings
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Notes Payable, Other and Short-Term Borrowings

17.

Notes Payable, Other and Short-Term Borrowings

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

 

 

 

September 30, 2019

 

 

December 31, 2018

 

Unsecured senior revolving credit agreement

 

$

28,914

 

 

$

 

8.375% Senior Notes

 

 

 

 

 

 

5.125% Senior Notes

 

 

298,469

 

 

 

297,821

 

5.375% Senior Notes

 

 

 

 

 

 

5.375% Senior Notes due 2023

 

 

444,925

 

 

 

444,696

 

3.750% Senior Notes

 

 

296,111

 

 

 

 

Collateralized borrowings

 

 

37,079

 

 

 

21,031

 

Total Notes payable and other borrowings

 

 

1,105,498

 

 

 

763,548

 

Short-term borrowings

 

 

4,803

 

 

 

5,162

 

Total Notes payable, other and short-term borrowings

 

$

1,110,301

 

 

$

768,710

 

 

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 provided for revolving loans of up to $400.0 million. The maturity date of the facility was September 8, 2019. On November 22, 2017, the Company and Newmark entered into an amendment to the unsecured senior revolving credit agreement. Pursuant to the amendment, the then-outstanding borrowings of the Company under the revolving credit facility were converted into a term loan. There was no change in the maturity date or interest rate. Effective December 13, 2017, Newmark assumed the obligations of the Company as borrower under the converted term loan. The Company remained

a borrower under, and retained access to, the revolving credit facility for any future draws, subject to availability which increased as Newmark repaid the converted term loan. During the year ended December 31, 2018, Newmark repaid the outstanding balance of the converted term loan. During the year ended December 31, 2018, the Company borrowed $195.0 million under the committed unsecured senior revolving credit agreement and repaid the $195.0 million during the year. Therefore, there were no borrowings outstanding as of December 31, 2018. The Company recorded interest expense of $0.8 million for the three and nine months ended September 30, 2018 on the committed unsecured senior revolving credit agreement. The Company did not record any interest expense related to the committed unsecured senior revolving credit agreement for the three and nine months ended September 30, 2019.

On November 28, 2018, the Company entered into a new revolving credit facility which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the new revolving credit agreement is November 28, 2020 and the maximum revolving loan balance has been reduced from $400.0 million to $350.0 million. Borrowings under this agreement bore interest at either LIBOR or a defined base rate plus additional margin. As of September 30, 2019 there was $28.9 million of borrowings outstanding, net of deferred financing costs of $1.1 million, under the new unsecured revolving credit agreement. The average interest rate on the outstanding borrowings was 4.27% and 4.38% for the three and nine months ended September 30, 2019, respectively. As of December 31, 2018, there were no borrowings outstanding under the new unsecured senior revolving credit agreement. The Company recorded interest expense related to the unsecured senior revolving credit agreement of $3.6 million and $8.8 million for the three and nine months ended September 30, 2019, respectively. The Company recorded no interest expense related to the unsecured senior revolving credit agreement for the three and nine months ended September 30, 2018.

Senior Notes

The Company’s Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):

 

 

 

September 30, 2019

 

 

December 31, 2018

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

8.125% Senior Notes

 

$

 

 

$

 

 

$

 

 

$

 

5.375% Senior Notes

 

 

 

 

 

 

 

 

 

 

 

 

8.375% Senior Notes

 

 

 

 

 

 

 

 

 

 

 

 

5.125% Senior Notes

 

 

298,469

 

 

 

309,540

 

 

 

297,821

 

 

 

304,890

 

5.375% Senior Notes due 2023

 

 

444,925

 

 

 

470,025

 

 

 

444,696

 

 

 

451,305

 

3.750% Senior Notes

 

 

296,111

 

 

 

301,500

 

 

 

 

 

 

 

Total

 

$

1,039,505

 

 

$

1,081,065

 

 

$

742,517

 

 

$

756,195

 

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.125% Senior Notes, the 5.375% Senior Notes due 2023, and the 3.750% Senior Notes are considered Level 2 within the fair value hierarchy.

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 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 were 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 were amortized as interest expense, and the carrying value of the 8.125% Senior Notes accreted to the face amount over the term of the 8.125% Senior Notes. On December 13, 2017, Newmark assumed the obligations of the Company under the 8.125% Senior Notes. During the year ended December 31, 2018, Newmark repaid the Company in full for the 8.125% Senior Notes, in which the Company subsequently repaid the 8.125% Senior Notes on September 5, 2018. The Company did not record any interest expense related to the 8.125% Senior Notes for the three and nine months ended September 30, 2019 and 2018, as Newmark assumed this obligation in 2017.

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 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 were scheduled to mature on December 9, 2019.

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 were amortized as interest expense, and the carrying value of the 5.375% Senior Notes accreted to the face amount over the term of the notes. As of December 13, 2017, Newmark assumed the obligation of the Company under the 5.375% Senior Notes. During the year ended December 31, 2018, Newmark repaid the Company in full for the 5.375% Senior Notes, in which the Company subsequently redeemed the 5.375% Senior Notes. The Company did not record any interest expense related to the 5.375% Senior Notes for the three and nine months ended September 30, 2019 and 2018, as Newmark assumed this obligation in 2017.

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. Interest on these notes was payable, semi-annually in arrears on the 19th of January and July. On July 19, 2018, the Company repaid the $240.0 million principal amount of its 8.375% Senior Notes upon their maturity. The Company did not record any interest expense for the three and nine months ended September 30, 2019. The Company recorded interest expense related to the 8.375% Senior Notes of $1.0 million and $11.1 million for the three and nine months ended September 30, 2018, 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 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 $4.1 million for both the three months ended September 30, 2019 and 2018. The Company recorded interest expense related to the 5.125% Senior Notes of $12.1 million for both the nine months ended September 30, 2019 and 2018.

5.375% Senior Notes due 2023

On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 are general senior unsecured obligations of the Company. The 5.375% Senior Notes due 2023 bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes due 2023 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes due 2023 at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the 5.375% Senior Notes due 2023). If a “Change of Control Triggering Event” (as defined in the indenture related to the 5.375% Senior Notes due 2023) 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 due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes due 2023 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 due 2023 of $6.4 million and $19.1 million for the three and nine months ended September 30, 2019, respectively. The Company recorded interest expense related to the 5.375% Senior Notes due 2023 of $4.6 million for both the three and nine months ended September 30, 2018.

3.750% Senior Notes

On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes due October 1, 2024. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per annum, payable on each April 1 and October 1, commencing April 1, 2020. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interest expense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $296.1 million as of September 30, 2019. The Company recorded interest expense related to the 3.750% Senior Notes of

$0.1 million for both the three and nine months ended September 30, 2019. The Company did not record any interest expense related to the 3.750% Senior Notes for the three and nine months ended September 30, 2018.

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 incurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019, therefore there were no borrowings outstanding as of September 30, 2019. As of December 31, 2018 the Company had $1.8 million outstanding related to this secured loan agreement. The book value of the fixed assets pledged as of December 31, 2018 was $0.1 million. The Company did not record any interest expense related to this secured loan agreement for the three months ended September 30, 2019. The Company recorded interest expense related to this secured loan arrangement of $0.1 million for the three months ended September 30, 2018. The Company recorded interest expense related to this secured loan arrangement of $30 thousand and $0.2 million for the nine months ended September 30, 2019 and 2018, 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% per year and matures on May 31, 2021. As of September 30, 2019 and December 31, 2018, the Company had $13.6 million and $19.2 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of September 30, 2019 was $3.0 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, 2019 and 2018, respectively. The Company recorded interest expense related to this secured loan arrangement of $0.4 million and $0.6million for the nine months ended September 30, 2019 and 2018, respectively.

On April 8, 2019, the Company entered into a secured loan arrangement of $15.0 million, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of September 30, 2019, the Company had $14.1 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of September 30, 2019 was $10.0 million. The Company recorded interest expense related to this secured loan arrangement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively.

On April 19, 2019, the Company entered into a secured loan arrangement of $10.0 million, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of September 30, 2019, the Company had $9.4 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of September 30, 2019 was $6.5 million. The Company recorded interest expense related to this secured loan arrangement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively.

Short-term Borrowings

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 $4.8 million (BRL 20.0 million). The maturity date of the agreement is November 20, 2019. Borrowings under this facility bear interest at the Brazilian Interbank offering rate plus 3.30%. As of September 30, 2019, there were $4.8 million (BRL 20.0 million) of borrowings outstanding under the facility. As of September 30, 2019, the interest rate was 9.8%. The Company recorded interest expense related to the loan of $0.1 million for both the three months ended September 30, 2019 and 2018. The Company recorded interest expense related to the loan of $0.4 million for both the nine months ended September 30, 2019 and 2018.

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 $12.0 million (BRL 50.0 million). The maturity date of the agreement is December 13, 2019. This facility bears a fee of 1.00% per year. As of September 30, 2019 and December 31, 2018, there were no borrowings outstanding under this facility. The Company recorded bank fees related to the agreement of $31 thousand and $32 thousand for the three months ended September 30, 2019 and 2018, respectively. For both the nine months ended September 30, 2019 and 2018, the Company recorded bank fees of $0.1 million.