0001193125-24-153617 8-K 13 20240603 8.01 20240604 20240604 BGC Group, Inc. 0001094831 6200 02 Finance 863748217 1231 8-K 34 001-35591 241016044 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 BGC Partners, Inc. 20080404 ESPEED INC 19990913 8-K 1 d791202d8k.htm 8-K false 0001094831 0001094831 2024-06-03 2024-06-03 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): June 3, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 01-35591 86-3748217 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 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: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Class A Common Stock, $0.01 par value BGC The Nasdaq Stock Market LLC 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. ? -------------------------------------------------------------------------------- Item 8.01. Other Events. Pricing of Note Offering On June 3, 2024, BGC Group, Inc. (the “Registrant,” “BGC” or the “Company”) priced a private offering of $500.0 million aggregate principal amount of 6.600% senior unsecured notes due 2029 (the “6.600% Notes”). The 6.600% Notes will not be registered under the Securities Act of 1933, as amended, 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. BGC intends to use the net proceeds from the sale of the 6.600% Notes to repurchase, redeem and/or repay at maturity all $255.5 million outstanding aggregate principal amount of its 3.750% Senior Notes due 2024 and all $44.5 million outstanding aggregate principal amount of the 3.750% Senior Notes due 2024 of BGC Partners, Inc., a wholly owned subsidiary of the Company, in each case including to pay any applicable redemption premium. Any additional net proceeds will be used for general corporate purposes. Nothing in this filing shall constitute an offer to sell or a solicitation of an offer to purchase any notes. Discussion of Forward-Looking Statements About BGC Statements in this report 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. -------------------------------------------------------------------------------- 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: June 4, 2024 By: /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Chairman of the Board and Chief Executive Officer