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Notes Payable, Other and Short-Term Borrowings
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Notes Payable, Other and Short-Term Borrowings Notes Payable, Other and Short-Term Borrowings
Notes payable, other and short-term borrowings consisted of the following (in thousands):
September 30, 2023December 31, 2022
Unsecured senior revolving credit agreement$238,878 $— 
BGC Partners 5.375% Senior Notes due July 24, 2023
— 449,243 
BGC Partners 3.750% Senior Notes due October 1, 2024
299,180 298,558 
BGC Partners 4.375% Senior Notes due December 15, 2025
298,630 298,165 
BGC Partners 8.000% Senior Notes due May 25, 2028
346,755 — 
Collateralized borrowings— 3,251 
Total Notes payable and other borrowings1,183,443 1,049,217 
Short-term borrowings— 1,917 
Total Notes payable, other and short-term borrowings$1,183,443 $1,051,134 
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the previously existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a second amendment to the Revolving Credit Agreement, pursuant to which the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $375.0 million, and borrowings under this agreement will bear interest based on either SOFR or a defined base rate plus additional margin. As of September 30, 2023, there were $238.9 million borrowings outstanding, net of deferred financing costs of $1.1 million. As of December 31, 2022, there was no borrowings outstanding under the Revolving Credit Agreement. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $3.7 million and $0.6 million for the three months ended September 30, 2023 and 2022, respectively. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.6 million and $1.7 million for the nine months ended September 30, 2023 and 2022, respectively.
Senior Notes
The BGC Partners Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the BGC Partners Notes were as follows (in thousands):
September 30, 2023December 31, 2022
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
BGC Partners 5.375% Senior Notes due July 24, 2023
$— $— $449,243 $449,007 
BGC Partners 3.750% Senior Notes due October 1, 2024
299,180 288,468 298,558 286,894 
BGC Partners 4.375% Senior Notes due December 15, 2025
298,630 278,625 298,165 281,114 
BGC Partners 8.000% Senior Notes due May 25, 2028
346,755 338,799 ——
Total$944,565 $905,892 $1,045,966$1,017,015
The fair values of the BGC Partners Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the BGC Partners 5.375% Senior Notes, the BGC Partners 3.750% Senior Notes, the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes are considered Level 2 within the fair value hierarchy.
5.375% Senior Notes
On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes. The BGC Partners 5.375% Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375% Senior Notes bore 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 BGC Partners 5.375% Senior Notes matured on July 24, 2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture) occurred, holders could have required BGC Partners 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 BGC Partners 5.375% Senior Notes was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375% Senior Notes accreted up to the face amount over the term of the notes. On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners 5.375% Senior Notes. BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $1.7 million and $6.4 million for each of the three months ended September 30, 2023 and 2022, respectively. BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million and $19.1 million for each of the nine months ended September 30, 2023 and 2022, respectively.
3.750% Senior Notes
On September 27, 2019, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. The BGC Partners 3.750% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The BGC Partners 3.750% Senior Notes will mature on October 1, 2024. BGC Partners may redeem some or all of the BGC Partners 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 3.750% Senior Notes) occurs, holders may require BGC Partners 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 BGC Partners 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the BGC Partners 3.750% Senior Notes was $299.2 million as of September 30, 2023. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $3.0 million for each of the three months ended September 30, 2023 and 2022. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $9.1 million for each of the nine months ended September 30, 2023 and 2022.
4.375% Senior Notes
On July 10, 2020, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 4.375% Senior Notes. The BGC Partners 4.375% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The BGC Partners 4.375% Senior Notes will mature on December 15, 2025. BGC Partners may redeem some or all of the BGC Partners 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 4.375% Senior Notes) occurs, holders may require BGC Partners 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 BGC Partners 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 4.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the BGC Partners 4.375% Senior Notes was $298.6 million as of September 30, 2023. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $3.5 million and $3.4 million for each of the three months ended September 30, 2023 and 2022, respectively. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $10.3 million for each of the nine months ended September 30, 2023 and 2022.
8.000% Senior Notes
On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes. The BGC Partners 8.000% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000% Senior Notes bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000% Senior Notes will mature on May 25, 2028. BGC Partners may redeem some or all of the BGC Partners 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 8.000% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 8.000% Senior Notes) occurs, holders may require BGC Partners 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 BGC Partners 8.000% Senior Notes was $346.6 million, net of debt issuance costs of $3.4 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 8.000% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the BGC Partners 8.000% Senior Notes was $346.8 million as of September 30, 2023. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $7.2 million for the three and $10.0 million for the nine months ended September 30, 2023, respectively.
Collateralized Borrowings
On April 8, 2019, BGC Partners entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at
which point the loan was repaid in full; therefore, there were no borrowings as of September 30, 2023. As of December 31, 2022, BGC Partners had $2.0 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2022 was nil. The interest expense related to this secured loan arrangement for each of the three months ended September 30, 2023 and 2022 was nil. The interest expense related to this secured loan arrangement for the nine months ended September 30, 2023 and 2022 was nil and $0.1 million, respectively.
On April 19, 2019, BGC Partners entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.89% and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of September 30, 2023. As of December 31, 2022, BGC Partners had $1.3 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2022 was $0.3 million. The interest expense related to this secured loan arrangement for each of the three months ended September 30, 2023 and 2022 was nil. The interest expense related to this secured loan arrangement for the nine months ended September 30, 2023 and 2022 was nil and $0.1 million, respectively.
Short-Term Borrowings
On August 22, 2017, BGC Partners entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provided for short-term loans of up to $4.0 million (BRL 20.0 million). Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.20%. During June 2023, the borrowings under this agreement were repaid in full, and the loan was terminated; therefore, as of September 30, 2023, there were no borrowings outstanding under the agreement. As of December 31, 2022, there were $2.0 million (BRL 10.0 million) of borrowings outstanding under this agreement. BGC Partners recorded no interest expense related to the agreement for the three months ended September 30, 2023 and $0.1 million for the three months ended September 30, 2022. BGC Partners recorded interest expense related to the agreement of $0.2 million for each of the nine months ended September 30, 2023 and 2022.
On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to 10.0 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $12.0 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $14.0 million (BRL 70.0 million.) The maturity date of the agreement is November 17, 2023. This agreement bears a fee of 1.35% per year. As of September 30, 2023 and December 31, 2022, there were no borrowings outstanding under this agreement. The bank fees related to the agreement for each of the three months ended September 30, 2023 and 2022 was nil. BGC Partners recorded bank fees related to the agreement of $0.1 million for each of the nine months ended September 30, 2023 and 2022.
On January 25, 2021, BGC Partners entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $2.0 million (BRL 10.0 million) and was renegotiated on June 1, 2021. The amended agreement provided for short-term loans of up to $4.0 million (BRL 20.0 million). During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022. As of September 30, 2023 and December 31, 2022, there were no borrowings outstanding under the agreement. Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66%. BGC Partners did not record any interest expense related to the agreement for the three and nine months ended September 30, 2023. BGC Partners recorded interest expense of $0.1 million and $0.2 million related to the agreement for the three and nine months ended September 30, 2022, respectively.