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Stock Transactions and Unit Redemptions
9 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Stock Transactions and Unit Redemptions

6.

Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the three and nine months ended September 30, 2018 and 2017 were as follows:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Shares outstanding at beginning of period

 

290,909,843

 

 

 

251,057,086

 

 

 

256,968,372

 

 

 

244,869,624

 

Share issuances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Class A common stock for general corporate

   purposes

 

 

 

 

 

 

 

24,923,714

 

 

 

 

Exchanges of limited partnership interests1

 

2,474,658

 

 

 

1,434,050

 

 

 

9,949,679

 

 

 

6,795,187

 

Compensation awards

 

 

 

 

 

 

 

979,344

 

 

 

 

Acquisition related issuances

 

78,678

 

 

 

82,907

 

 

 

1,083,150

 

 

 

1,424,690

 

Vesting of restricted stock units (RSUs)

 

82,345

 

 

 

42,295

 

 

 

464,019

 

 

 

479,313

 

Other issuances of Class A common stock

 

23,767

 

 

 

11,874

 

 

 

72,182

 

 

 

45,490

 

Treasury stock repurchases

 

(8,263

)

 

 

(295,871

)

 

 

(734,802

)

 

 

(1,246,365

)

Forfeitures of restricted Class A common stock

 

(49,189

)

 

 

(71,251

)

 

 

(193,819

)

 

 

(106,849

)

Shares outstanding at end of period

 

293,511,839

 

 

 

252,261,090

 

 

 

293,511,839

 

 

 

252,261,090

 

 

1

Because they are included in the Company’s fully diluted share count, if dilutive, any exchange of limited partnership interests into Class A common shares would not impact the fully diluted number of shares and units outstanding.

Class B Common Stock

The Company did not issue any shares of Class B common stock during the three and nine months ended September 30, 2018 and 2017. As of September 30, 2018 and 2017, there were 34,848,107 shares of the Company’s Class B common stock outstanding.

Controlled Equity Offering

On April 12, 2017, the Company entered into a controlled equity offering (“CEO”) sales agreement with CF&Co (“April 2017 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under this CEO sales agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of the Company. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of September 30, 2018, the Company has sold all 20,000,000 shares of Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into a new CEO sales agreement with CF&Co (“March 2018 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of Class A common stock. Proceeds from shares of the Company’s Class A common stock sold under this CEO sales agreement may be used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of September 30, 2018, the Company has sold 15,364,556 shares of Class A common stock (or $191.6 million) under the March 2018 Sales Agreement. For additional information, see Note 17—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On February 7, 2017, and again on August 1, 2018, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of September 30, 2018, the Company had approximately $280.0 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The table below represents unit redemption and share repurchase activity for the three and nine months ended September 30, 2018:

 

Period

 

Total Number

of Units

Redeemed

or Shares

Repurchased

 

 

Average Price

Paid per Unit

or Share

 

 

Approximate

Dollar Value

of Units and

Shares That May

Yet Be Redeemed/

Purchased

Under the Plan

 

Redemptions1,2

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2018—March 31, 2018

 

 

1,723,654

 

 

$

14.34

 

 

 

 

 

April 1, 2018—June 30, 2018

 

 

4,299,936

 

 

 

13.10

 

 

 

 

 

July 1, 2018—September 30, 2018

 

 

2,105,457

 

 

 

11.27

 

 

 

 

 

Total Redemptions

 

 

8,129,047

 

 

$

12.89

 

 

 

 

 

Repurchases3,4

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2018—March 31, 2018

 

 

 

 

$

 

 

 

 

 

April 1, 2018—June 30, 2018

 

 

726,539

 

 

 

13.37

 

 

 

 

 

July 1, 2018—July 31, 2018

 

 

1,993

 

 

 

10.58

 

 

 

 

 

August 1, 2018—August 31, 2018

 

 

696

 

 

 

11.85

 

 

 

 

 

September 1, 2018—September 30, 2018

 

 

5,574

 

 

 

11.76

 

 

 

 

 

Total Repurchases

 

 

734,802

 

 

$

13.35

 

 

 

 

 

Total Redemptions and Repurchases

 

 

8,863,849

 

 

$

12.92

 

 

$

280,011,172

 

 

1

During the three months ended September 30, 2018, the Company redeemed approximately 2.1 million limited partnership units at an aggregate redemption price of approximately $23.5 million for an average price of $11.26 per unit and approximately 17.8 thousand FPUs at an aggregate redemption price of approximately $0.2 million for an average price of $12.33 per unit. During the three months ended September 30, 2017, the Company redeemed approximately 1.2 million limited partnership units at an aggregate redemption price of approximately $16.0 million for an average price of $12.97 per unit and approximately 0.4 million FPUs at an aggregate redemption price of approximately $5.0 million for an average price of $11.48 per unit.

2

During the nine months ended September 30, 2018, the Company redeemed approximately 8.0 million limited partnership units at an aggregate redemption price of approximately $103.5 million for an average price of $12.89 per unit and approximately 0.1 million FPUs at an aggregate redemption price of approximately $1.3 million for an average price of $12.98 per unit. During the nine months ended September 30, 2017, the Company redeemed approximately 5.8 million limited partnership units at an aggregate redemption price of approximately $66.1 million for an average price of $11.40 per unit and approximately 0.7 million FPUs at an aggregate redemption price of approximately $8.0 million for an average price of $11.19 per unit.

3

During the three months ended September 30, 2018, the Company repurchased approximately 8.3 thousand shares of its Class A common stock at an aggregate purchase price of approximately $0.1 million for an average price of $11.48 per share. During the three months ended September 30, 2017, the Company repurchased approximately 0.3 million shares of its Class A common stock at an aggregate purchase price of approximately $4.0 million for an average price of $13.41 per share.

4

During the nine months ended September 30, 2018, the Company repurchased approximately 0.7 million shares of its Class A common stock at an aggregate purchase price of approximately $9.8 million for an average price of $13.35 per share. During the nine months ended September 30, 2017, the Company repurchased approximately 1.2 million shares of its Class A common stock at an aggregate purchase price of approximately $14.6 million for an average price of $11.68 per share.

The table above represents the gross unit redemptions during the nine months ended September 30, 2018. Substantially all of the 8.1 million units above were redeemed using cash from the Company’s CEO program, and therefore did not impact the fully diluted number of shares and units outstanding.

Redeemable Partnership Interest

The changes in the carrying amount of redeemable partnership interest for the nine months ended September 30, 2018 and 2017 were as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

46,415

 

 

$

52,577

 

Consolidated net income allocated to FPUs

 

 

7,224

 

 

 

6,014

 

Earnings distributions

 

 

(2,380

)

 

 

(3,740

)

FPUs exchanged

 

 

(767

)

 

 

(985

)

FPUs redeemed

 

 

(224

)

 

 

(2,270

)

Other

 

 

2

 

 

 

412

 

Balance at end of period

 

$

50,270

 

 

$

52,008