UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01. | Other Events. |
On April 26, 2024, BGC Group, Inc. (“BGC” or the “Company”) entered into the Second Amended and Restated Credit Agreement (“Second A&R Credit Agreement”), which amends and restates that certain Amended and Restated Credit Agreement dated as of March 10, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative Agent, pursuant to which the Lenders provided to the Company a $375 million unsecured senior revolving credit facility (the “Revolving Credit Facility”), which the Company has the right to increase up to $450 million subject to certain conditions being met. The Second A&R Credit Agreement, among other things, extends the maturity date of the Revolving Credit Facility to April 26, 2027, and provides the Company with the right to increase the Revolving Credit Facility up to $475 million subject to certain conditions being met. The borrowing rates and financial covenants under the Second A&R Credit Agreement are substantially consistent with the Existing Credit Agreement.
Borrowings under the Revolving Credit Facility will bear interest at a per annum rate equal to, at the Company’s option, either (a) Term SOFR for interest periods of one or three months, as selected by the Company, or upon the consent of all Lenders, such other period that is 12 months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent, (iii) Term SOFR plus 1.00%, and (iv) 1.00%, in each case plus an applicable margin. The applicable margin will initially be 1.75% with respect to Term SOFR borrowings in clause (a) above and 0.75% with respect to base rate borrowings in clause (b) above. The applicable margin with respect to Term SOFR borrowings in clause (a) above will range from 1.25% to 2.00% depending upon the Company’s credit ratings, and with respect to base rate borrowings in clause (b) above will range from 0.25% to 1.00% depending upon the Company’s credit ratings. The Second A&R Credit Agreement also provides for certain upfront and arrangement fees and for an unused facility fee.
The Second A&R Credit Agreement contains financial covenants with respect to minimum net worth, minimum net excess capital and minimum interest coverage, as well as a maximum leverage ratio. The Second A&R Credit Agreement also contains certain other customary affirmative and negative covenants and events of default.
The Company plans to use funds borrowed under the Second A&R Credit Agreement for general corporate purposes.
The foregoing description of the Second A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Second A&R Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Discussion of Forward-Looking Statements about BGC
Statements in this document 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. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. 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 reports on Form 10-K, Form 10-Q or Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1. | Second Amended and Restated Credit Agreement, dated as of April 26, 2024, by and among BGC Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| BGC Group, Inc. | ||||||
| Date: April 30, 2024 | By: | /s/ Howard W. Lutnick | ||||
| Name: | Howard W. Lutnick | |||||
| Title: | Chairman | |||||
[Signature Page to Form 8-K, dated April 30, 2024, regarding BGC Group, Inc.’s Second A&R Credit Agreement]