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Notes Payable, Other and Short-Term Borrowings
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Notes Payable, Other and Short-Term Borrowings Notes Payable, Other and Short-Term Borrowings
Notes payable, other and short-term borrowings consisted of the following (in thousands):
September 30, 2022December 31, 2021
5.375% Senior Notes due July 24, 2023
$448,910 $447,911 
3.750% Senior Notes due October 1, 2024
298,350 297,731 
4.375% Senior Notes due December 15, 2025
298,009 297,547 
Collateralized borrowings4,863 9,642 
Total Notes payable and other borrowings1,050,132 1,052,831 
Short-term borrowings1,850 3,584 
Total Notes payable, other and short-term borrowings$1,051,982 $1,056,415 
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, the Company entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which, the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $375.0 million, and borrowings under this agreement will bear interest based on either SOFR or a defined base rate plus additional margin. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding under the Revolving Credit Agreement. The Company recorded interest expense related to the Revolving Credit Agreement of $0.6 million and $1.6 million for the three months ended September 30, 2022 and 2021, respectively. The Company recorded interest expense related to the Revolving Credit Agreement of $1.7 million and $2.7 million for the nine months ended September 30, 2022 and 2021, respectively.
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, 2022December 31, 2021
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
5.375% Senior Notes due July 24, 2023
$448,910 $449,432 $447,911 $475,857 
3.750% Senior Notes due October 1, 2024
298,350 287,091 297,731 312,105 
4.375% Senior Notes due December 15, 2025
298,009 279,628 297,547 320,490 
Total$1,045,269 $1,016,151 $1,043,189$1,108,452
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 5.375% Senior Notes, the 3.750% Senior Notes, and the 4.375% Senior Notes are considered Level 2 within the fair value hierarchy.
5.125% Senior Notes
On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes, which matured on May 27, 2021. The 5.125% Senior Notes were general senior unsecured obligations of the Company. The 5.125% Senior Notes bore 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 and ending on the maturity date. Prior to maturity, on August 5, 2020, the Company commenced a cash tender offer for any and all $300.0 million outstanding aggregate principal amount of its 5.125% Senior Notes. On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time. As of the expiration
time, $44.0 million aggregate principal amount of the 5.125% Senior Notes were validly tendered. These notes were redeemed on the settlement date of August 14, 2020. On May 27, 2021, BGC repaid the remaining $256.0 million principal plus accrued interest on its 5.125% Senior Notes. The Company did not record any interest expense related to the 5.125% Senior Notes for the three and nine months ended September 30, 2022. The Company did not record any interest expense related to the 5.125% Senior Notes for the three months ended September 30, 2021. The Company recorded interest expense related to the 5.125% Senior Notes of $5.8 million for the nine months ended September 30, 2021.
5.375% Senior Notes
On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes are general senior unsecured obligations of the Company. The 5.375% Senior Notes 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 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes 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). 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 $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 will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of September 30, 2022 was $448.9 million. The Company recorded interest expense related to the 5.375% Senior Notes of $6.4 million for each of the three months ended September 30, 2022 and 2021. The Company recorded interest expense related to the 5.375% Senior Notes of $19.1 million for each of the nine months ended September 30, 2022 and 2021.
3.750% Senior Notes
On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. 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 year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior 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 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 $298.4 million as of September 30, 2022. The Company recorded interest expense related to the 3.750% Senior Notes of $3.0 million for each of the three months ended September 30, 2022 and 2021. The Company recorded interest expense related to the 3.750% Senior Notes of $9.1 million for each of the nine months ended September 30, 2022 and 2021.
4.375% Senior Notes
On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of the Company. The 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The 4.375% Senior Notes will mature on December 15, 2025. The Company may redeem some or all of the 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices. If a “Change of Control Triggering Event” 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 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs will be amortized as interest expense, and the carrying value of the 4.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 4.375% Senior Notes was $298.0 million as of September 30, 2022. The Company recorded interest expense related to the 4.375% Senior Notes of $3.4 million for each of the three months ended September 30, 2022 and 2021. The Company recorded interest expense related to the 4.375% Senior Notes of $10.3 million for each of the nine months ended September 30, 2022 and 2021.
Collateralized Borrowings
On May 31, 2017, the Company entered into a $29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.44% per year and matured on May 31, 2021, therefore there were no borrowings outstanding as of September 30, 2022 and December 31, 2021. The Company did not record any interest expense related to this arrangement for the three and nine months ended September 30, 2022. The Company did not record any interest expense related to this arrangement for the three months ended September 30, 2021. The Company recorded interest expense related to this arrangement of $40 thousand for the nine months ended September 30, 2021.
On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, 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, 2022 and December 31, 2021, the Company had $3.0 million and $5.9 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of September 30, 2022 and December 31, 2021 was $24 thousand and $0.1 million, respectively. The Company recorded interest expense related to this arrangement of $30 thousand and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively.
On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, 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, 2022 and December 31, 2021, the Company had $1.9 million and $3.8 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of September 30, 2022 and December 31, 2021 was $0.5 million and $1.0 million, respectively. The Company recorded interest expense related to this arrangement of $20 thousand and $45 thousand for the three months ended September 30, 2022 and 2021, respectively. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively.
Short-Term Borrowings
On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provides for short-term loans of up to $3.7 million (BRL 20.0 million). The maturity date of this agreement is March 8, 2023. Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.20%. As of September 30, 2022, there were $1.9 million (BRL 10.0 million) of borrowings outstanding under the agreement. As of December 31, 2021, there were no borrowings outstanding under this agreement. As of September 30, 2022, the interest rate was 17.00%. The Company recorded interest expense related to the agreement of $0.1 million for each of the three months ended September 30, 2022 and 2021. The Company recorded interest expense related to the agreement of $0.2 million for each of the nine months ended September 30, 2022 and 2021.
On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $9.2 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $11.1 million (BRL 60.0 million). The maturity date of the agreement is November 22, 2022. This agreement bears a fee of 1.35% per year. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding under this agreement. The Company recorded bank fees related to the agreement of $42 thousand and $35 thousand for the three months ended September 30, 2022 and 2021, respectively. The Company recorded bank fees related to the agreement of $0.1 million for each of the nine months ended September 30, 2022 and 2021, respectively.
On January 25, 2021, the Company entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $1.9 million (BRL 10.0 million) and was renegotiated on June 1, 2021. The amended agreement provided for short-term loans of up to $3.7 million (BRL 20.0 million). During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022. As of September 30, 2022, there were no borrowings outstanding under the agreement. As of December 31, 2021, there were $3.6 million (BRL 20.0 million) of borrowings outstanding under this agreement. Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66%. The Company recorded interest expense related to the agreement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2022, respectively. The Company recorded interest expense related to the agreement of $48 thousand and $0.1 million for each of the three and nine months ended September 30, 2021, respectively.