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Notes Payable, Other and Short-Term Borrowings
 6 Months Ended
Jun. 30, 2023
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):
June 30, 2023December 31, 2022
Unsecured senior revolving credit agreement$— $— 
5.375% Senior Notes due July 24, 2023
449,911 449,243 
3.750% Senior Notes due October 1, 2024
298,972 298,558 
4.375% Senior Notes due December 15, 2025
298,477 298,165 
8.000% Senior Notes due May 25, 2028
346,646 — 
Collateralized borrowings— 3,251 
Total Notes payable and other borrowings1,394,006 1,049,217 
Short-term borrowings— 1,917 
Total Notes payable, other and short-term borrowings$1,394,006 $1,051,134 
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the previously 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, BGC Partners 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, BGC Partners 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, BGC Partners 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 both June 30, 2023 and December 31, 2022, there were no borrowings outstanding under the Revolving Credit Agreement. The Company recorded interest expense related to the Revolving Credit Agreement of $1.6 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively. The Company recorded interest expense related to the Revolving Credit Agreement of $2.8 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively.
Senior Notes
BGC Partners’ Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of BGC Partners’ Senior Notes were as follows (in thousands):
June 30, 2023December 31, 2022
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
5.375% Senior Notes due July 24, 2023
$449,911 $449,321 $449,243 $449,007 
3.750% Senior Notes due October 1, 2024
298,972 283,229 298,558 286,894 
4.375% Senior Notes due December 15, 2025
298,477 274,753 298,165 281,114 
8.000% Senior Notes due May 25, 2028
346,646 338,625 ——
Total$1,394,006 $1,345,928 $1,045,966$1,017,015
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, the 4.375% Senior Notes and the 8.000% Senior Notes are considered Level 2 within the fair value hierarchy.
5.375% Senior Notes
On July 24, 2018, BGC Partners 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 BGC Partners. 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. BGC Partners 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 BGC Partners 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 were 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 June 30, 2023 was $449.9 million. The Company recorded interest expense related to the 5.375% Senior Notes of $6.4 million for each of the three months ended June 30, 2023 and 2022. The Company recorded interest expense related to the 5.375% Senior Notes of $12.8 million for each of the six months ended June 30, 2023 and 2022.
3.750% Senior Notes
On September 27, 2019, BGC Partners issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of BGC Partners. 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. BGC Partners 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 governing the 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the indenture governing the 3.750% Senior Notes) occurs, holders may require BGC Partners 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 are 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 $299.0 million as of June 30, 2023. The Company recorded interest expense related to the 3.750% Senior Notes of $3.0 million for each of the three months ended June 30, 2023 and 2022. The Company recorded interest expense related to the 3.750% Senior Notes of $6.0 million for each of the six months ended June 30, 2023 and 2022.
4.375% Senior Notes
On July 10, 2020, BGC Partners issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of BGC Partners. 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. BGC Partners 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 (as set forth in the indenture governing the 4.375% Senior Notes). If a “Change of Control Triggering Event” (as set forth in the indenture governing the 4.375% Senior Notes) occurs, holders may require BGC Partners 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 are 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 $298.5 million as of June 30, 2023. The Company recorded interest expense related to the 4.375% Senior Notes of $3.4 million for each of the three months ended June 30, 2023 and 2022. The Company recorded interest expense related to the 4.375% Senior Notes of $6.9 million for each of the six months ended June 30, 2023 and 2022.
8.000% Senior Notes
On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of 8.000% Senior Notes. The 8.000% Senior Notes are general unsecured obligations of BGC Partners. The 8.000% Senior Notes bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The Senior Notes will mature on May 25, 2028. BGC Partners may redeem some or all of the 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture governing the 8.000% Senior Notes). If a “Change of Control Triggering Event” (as set forth in the indenture governing the 8.000% Senior Notes) occurs, holders may require BGC Partners 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 8.000% Senior Notes was $346.6 million, net of debt issuance costs of $3.4 million. The issuance costs are amortized as interest expense and the carrying value of the 8.000% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 8.000% Senior Notes was $346.6 million as of June 30, 2023. The Company recorded interest expense related to the 8.000% Senior Notes of $2.8 million for the three and six months ended June 30, 2023.
Collateralized Borrowings
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 incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of June 30, 2023. As of December 31, 2022, the Company had $2.0 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2022 was nil. The interest expense related to this secured loan arrangement for each of the three months ended June 30, 2023 and 2022 was nil. The interest expense related to this secured loan arrangement for the six months ended June 30, 2023 was nil. The Company recorded $0.1 million of interest expense related to the secured loan arrangement for the six months ended June 30, 2022,
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 incurred interest at a fixed rate of 3.89% and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of June 30, 2023. As of December 31, 2022, the Company had $1.3 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as
of December 31, 2022 was $0.3 million. The interest expense related to this secured loan arrangement for each of the three months ended June 30, 2023 and 2022 was nil. The interest expense related to this secured loan arrangement for the six months ended June 30, 2023 and 2022 was nil and $0.1 million, respectively.
Short-Term Borrowings
On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provided for short-term loans of up to $4.2 million (BRL 20.0 million). Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.20%. During June 2023, the borrowings under this agreement were repaid in full, and the loan was terminated; therefore, as of June 30, 2023, there were no borrowings outstanding under the agreement. As of December 31, 2022, there were $2.1 million (BRL 10.0 million) of borrowings outstanding under this agreement. The Company recorded interest expense related to the agreement of $0.1 million for each of the three months ended June 30, 2023 and 2022. The Company recorded interest expense related to the agreement of $0.2 million and $0.1 million for the six months ended June 30, 2023 and 2022, respectively.
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 $10.4 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $12.5 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $14.5 million (BRL 70.0 million.) The maturity date of the agreement is August 21, 2023. This agreement bears a fee of 1.35% per year. As of June 30, 2023 and December 31, 2022, there were no borrowings outstanding under this agreement. The bank fees related to the agreement for each of the three months ended June 30, 2023 and 2022 was nil. The Company recorded bank fees related to the agreement of $0.1 million for each of the six months ended June 30, 2023 and 2022.
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 $2.1 million (BRL 10.0 million) and was renegotiated on June 1, 2021. The amended agreement provided for short-term loans of up to $4.2 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 June 30, 2023 and December 31, 2022, there were no borrowings outstanding under the agreement. Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66%. The Company did not record any interest expense related to the agreement for the three and six months ended June 30, 2023. The Company recorded interest expense of $0.1 million and $0.2 million related to the agreement for the three and six months ended June 30, 2022, respectively.