Current Report Filing (8-k)
September 26 2019 - 6:05AM
Edgar (US Regulatory)
false 0001094831 0001094831 2019-09-25 2019-09-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2019
BGC Partners, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-28191
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13-4063515
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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499 Park Avenue, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 610-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, $0.01 par value
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BGCP
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Press Release Regarding Pricing of Note Offering
On September 25, 2019, pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), BGC Partners, Inc. (the “Registrant,” “BGC Partners” or “BGC”) issued a press release announcing the pricing of its private offering of $300 million aggregate principal amount of 3.750% senior unsecured notes due 2024 (the “3.750% Notes”). The 3.750% Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
A copy of this press release is attached as Exhibit 99.1 to this Form 8-K. Nothing in this filing or the attached press release shall constitute an offer to sell or a solicitation of an offer to purchase any notes.
BGC intends to use the net proceeds from the sale of the 3.750% Notes for general corporate purposes, including to pay down unsecured senior revolving credit agreement indebtedness.
Discussion of Forward-Looking Statements About BGC Partners
Statements in this document and the attached press release regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent Forms 10-K, Forms 10-Q or Forms 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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BGC Partners, Inc.
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Date: September 25, 2019
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By:
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/S/ HOWARD W. LUTNICK
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Name:
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Howard W. Lutnick
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Title:
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Chairman of the Board and Chief
Executive Officer
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[Signature Page to Form 8-K, dated September 25, 2019, regarding press release announcing the pricing of BGC’s senior notes offering.]
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