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Notes Payable, Other and Short-Term Borrowings | 3 Months Ended
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Mar. 31, 2019
Debt Disclosure [Abstract] |
Notes Payable, Other and Short-Term Borrowings |
17. | Notes Payable, Other and Short-Term Borrowings
Notes payable, other and short-term borrowings consisted of the following (in thousands):
|  | March 31, 2019 |  |  | December 31, 2018 |
Unsecured senior revolving credit agreement |  | $ | 248,446 |  |  | $ | — |
8.375% Senior Notes |  |  | — |  |  |  | — |
5.125% Senior Notes |  |  | 298,034 |  |  |  | 297,821 |
5.375% Senior Notes |  |  | — |  |  |  | — |
5.375% Senior Notes due 2023 |  |  | 444,433 |  |  |  | 444,696 |
Collateralized borrowings |  |  | 17,318 |  |  |  | 21,031 |
Total Notes payable and other borrowings |  |  | 1,008,231 |  |  |  | 763,548 |
Short-term borrowings |  |  | 5,133 |  |  |  | 5,162 |
Total Notes payable, other and short-term borrowings |  | $ | 1,013,364 |  |  | $ | 768,710 |
Unsecured Senior Revolving Credit Agreement On September 8, 2017, the Company entered into a committed unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders. The revolving credit agreement provided for revolving loans of up to $400.0 million. The maturity date of the facility was September 8, 2019. On November 22, 2017, the Company and Newmark entered into an amendment to the unsecured senior revolving credit agreement. Pursuant to the amendment, the then-outstanding borrowings of the Company under the revolving credit facility were converted into a term loan. There was no change in the maturity date or interest rate. Effective December 13, 2017, Newmark assumed the obligations of the Company as borrower under the converted term loan. The Company remained a borrower under, and retained access to, the revolving credit facility for any future draws, subject to availability which increased as Newmark repaid the converted term loan. During the year ended December 31, 2018, Newmark repaid the outstanding balance of the converted term loan. During the year ended December 31, 2018, the Company borrowed $195.0 million under the committed unsecured senior revolving credit agreement and repaid the $195.0 million during the year. Therefore, there were no borrowings outstanding as of December 31, 2018. On November 28, 2018, the Company entered into a new revolving credit facility which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the new revolving credit agreement is November 28, 2020 and the maximum revolving loan balance has been reduced from $400.0 million to $350.0 million. Borrowings under this agreement bore interest at either LIBOR or a defined base rate plus additional margin. As of March 31, 2019 there was $248.4 million of borrowings outstanding, net of deferred financing costs of $1.6 million, under the new unsecured revolving credit agreement. The average interest rate on the outstanding borrowings was 4.59% for the three months ended March 31, 2019. As of December 31, 2018, there were no borrowings outstanding under the new unsecured senior revolving credit agreement. The Company recorded interest expense related to the unsecured senior revolving credit agreement of $2.0 million for the three months ended March 31, 2019. The Company recorded no interest expense related to the unsecured senior revolving credit agreement for the three months ended March 31, 2018. Senior Notes The Company’s Senior Notes are recorded at amortized cost. As of March 31, 2019 and December 31, 2018, the carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):
|  | March 31, 2019 |  |  | December 31, 2018 |
|  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
8.125% Senior Notes |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
5.375% Senior Notes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
8.375% Senior Notes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
5.125% Senior Notes |  |  | 298,034 |  |  |  | 306,840 |  |  |  | 297,821 |  |  |  | 304,890 |
5.375% Senior Notes due 2023 |  |  | 444,433 |  |  |  | 463,770 |  |  |  | 444,696 |  |  |  | 451,305 |
Total |  | $ | 742,467 |  |  | $ | 770,610 |  |  | $ | 742,517 |  |  | $ | 756,195 |
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 5.125% Senior Notes and the 5.375% Senior Notes due 2023 are considered Level 2 within the fair value hierarchy. 8.125% Senior Notes On June 26, 2012, the Company issued an aggregate of $112.5 million principal amount of 8.125% Senior Notes due 2042. The 8.125% Senior Notes are senior unsecured obligations of the Company. The 8.125% Senior Notes may be redeemed for cash, in whole or in part, on or after June 26, 2017, at the Company’s option, at any time and from time to time, until maturity at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The 8.125% Senior Notes were listed on the New York Stock Exchange under the symbol “BGCA.” The Company used the proceeds to repay short-term borrowings under its unsecured revolving credit facility and for general corporate purposes, including acquisitions. The initial carrying value of the 8.125% Senior Notes was $108.7 million, net of debt issuance costs of $3.8 million. The issuance costs were amortized as interest cost, and the carrying value of the 8.125% Senior Notes accreted to the face amount over the term of the 8.125% Senior Notes and subsequently repaid the 8.125% Senior Notes on September 5, 2018. On December 13, 2017, Newmark assumed the obligations of the Company under the 8.125% Senior Notes. The Company did not record any interest expense related to the 8.125% Senior Notes for the three months ended March 31, 2019 and 2018, as Newmark assumed this obligation in 2017. 5.375% Senior Notes On December 9, 2014, the Company issued an aggregate of $300.0 million principal amount of 5.375% Senior Notes due 2019 (the “5.375% Senior Notes”). The 5.375% Senior Notes are general senior unsecured obligations of the Company. These Senior Notes bear interest at a rate of 5.375% per year, payable in cash on June 9 and December 9 of each year, commencing June 9, 2015. The interest rate payable on the notes will be subject to adjustments from time to time based on the debt rating assigned by specified rating agencies to the notes, as set forth in the Indenture. The 5.375% Senior Notes were scheduled to mature on December 9, 2019. The initial carrying value of the 5.375% Senior Notes was $295.1 million, net of the discount and debt issuance costs of $4.9 million. The issuance costs were amortized as interest cost, and the carrying value of the 5.375% Senior Notes accreted to the face amount over the term of the notes. As of December 13, 2017, Newmark assumed the obligation of the Company under the 5.375% Senior Notes. During the year ended December 31, 2018, Newmark repaid the Company in full for the 5.375% Senior Notes, in which the Company redeemed the 5.375% Senior Notes. The Company did not record any interest expense related to the 5.375% Senior Notes for the three months ended March 31, 2019 and 2018, as Newmark assumed this obligation in 2017. 8.375% Senior Notes As part of the GFI acquisition, the Company assumed $240.0 million in aggregate principal amount of 8.375% Senior Notes due July 2018 (the “8.375% Senior Notes”). Interest on these notes is payable, semi-annually in arrears on the 19th of January and July. On July 19, 2018, the Company repaid the $240.0 million principal amount of its 8.375% Senior Notes upon their maturity. The Company did not record any interest expense for the three months ended March 31, 2019. The Company recorded interest expense related to the 8.375% Senior Notes of $5.0 million for the three months ended March 31, 2018. 5.125% Senior Notes On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes due 2021 (the “5.125% Senior Notes”). The 5.125% Senior Notes are general senior unsecured obligations of the Company. These Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company 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 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortized as interest expense and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. The Company recorded interest expense related to the 5.125% Senior Notes of $4.1 million and $4.0 million for the three months ended March 31, 2019 and 2018, respectively. 5.375% Senior Notes due 2023 On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023 (the “5.375% Senior Notes due 2023”). The 5.375% Senior Notes due 2023 are general senior unsecured obligations of the Company. These 5.375% Senior Notes due 2023 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 due 2023 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes due 2023 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 due 2023). If a “Change of Control Triggering Event” (as defined in the indenture related to the 5.375% Senior Notes due 2023) occurs, holders may require the Company 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 due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes due 2023 will accrete up to the face amount over the term of the notes. The Company recorded interest expense related to the 5.375% Senior Notes due 2023 of $6.3 million for the three months ended March 31, 2019. The Company did not record any interest expense related to the 5.375% Senior Notes due 2023 for the three months ended March 31, 2018. Collateralized Borrowings On March 13, 2015, the Company entered into a secured loan arrangement of $28.2 million under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019, therefore there were no borrowings outstanding as of March 31, 2019. As of December 31, 2018 the Company had $1.8 million outstanding related to this secured loan agreement. The value of the fixed assets pledged as of December 31, 2018 was $0.1 million. The Company recorded interest expense related to this secured loan arrangement of $29 thousand and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. On May 31, 2017, the Company entered into a secured loan arrangement of $29.9 million under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.44% per year and matures on May 31, 2021. As of March 31, 2019 and December 31 2018, the Company had $17.3 million and $19.2 million, respectively, outstanding related to this secured loan arrangement. The value of the fixed assets pledged as of March 31, 2019 was $5.2 million. The Company recorded interest expense related to this secured loan arrangement of $0.2 million for both the three months ended March 31, 2019 and March 31, 2018, respectively. Short-term Borrowings On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The credit agreement provides for short term loans of up to $5.1 million (BRL 20.0 million). The maturity date of the agreement is May 20, 2019. Borrowings under this facility bear interest at the Brazilian Interbank offering rate plus 3.30%. As of March 31, 2019, there were $5.1 million (BRL 20.0 million) of borrowings outstanding under the facility. As of March 31, 2019, the interest rate was 9.8%. The Company recorded interest expense related to the loan of $0.1 million for both the three months ended March 31, 2019 and March 31, 2018. On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The credit agreement provides for an intra-day overdraft credit line up to $12.9 million (BRL 50.0 million). The maturity date of the agreement is June 14, 2019. This facility bears a fee of 1.00% per year. As of March 31, 2019 and December 31, 2018, there were no borrowings outstanding under this facility. The Company recorded bank fees related to the agreement of $33 thousand and $39 thousand for the three months ended March 31, 2019 and March 31, 2018, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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