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Schedule I - Parent Company Only Financial Statements | 12 Months Ended
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Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Schedule I - Parent Company Only Financial Statements | BGC GROUP, INC. (Parent Company Only) STATEMENTS OF FINANCIAL CONDITION (in thousands, except share and per share data)
| Successor |  |  |  |  | Predecessor
| December 31, 2023 |  |  |  |  | December 31, 2022
Assets |  |  |  |  |  |
Cash and cash equivalents | $ | 29 |  |  |  |  |  | $ | 49 |
Investments in subsidiaries | 753,357 |  |  |  |  |  | 592,571 |
Receivables from related parties | 12,744 |  |  |  |  |  | 9,160 |
Notes receivable from related parties | 1,124,589 |  |  |  |  |  | 1,045,966 |
Other assets | 139,140 |  |  |  |  |  | 91,654 |
Total assets | $ | 2,029,859 |  |  |  |  |  | $ | 1,739,400 |
Liabilities and Stockholders’ Equity |  |  |  |  |  |
Accounts payable, accrued and other liabilities | $ | 20,187 |  |  |  |  |  | $ | 23,789 |
Notes payable and other borrowings | 1,124,589 |  |  |  |  |  | 1,045,966 |
Total liabilities | 1,144,776 |  |  |  |  |  | 1,069,755 |
Commitments and contingencies (Note 2) |  |  |  |  |  |
Total stockholders’ equity | 885,083 |  |  |  |  |  | 669,645 |
Total liabilities and stockholders’ equity | $ | 2,029,859 |  |  |  |  |  | $ | 1,739,400 |
See accompanying Notes to Financial Statements. BGC GROUP, INC. (Parent Company Only) STATEMENTS OF OPERATIONS (in thousands, except per share data)
| Successor |  |  | Predecessor
| Six Months Ended December 31, 2023 |  |  | Six Months Ended June 30, 2023 |  | Year Ended December 31, 2022 |  | Year Ended December 31, 2021
Revenues: |  |  |  |  |  |  |  |
Other revenues | $ | 394 |  |  |  | $ | 797 |  |  | $ | 263 |  |  | $ | 552 |
Interest and dividend income | 17,528 |  |  |  | 30,700 |  |  | 53,652 |  |  | 60,772 |
Total revenue | 17,922 |  |  |  | 31,497 |  |  | 53,915 |  |  | 61,324 |
Expenses: |  |  |  |  |  |  |  |
Interest expense | 17,528 |  |  |  | 30,700 |  |  | 53,652 |  |  | 60,772 |
Total expenses | 17,528 |  |  |  | 30,700 |  |  | 53,652 |  |  | 60,772 |
Income from operations before income taxes | 394 |  |  |  | 797 |  |  | 263 |  |  | 552 |
Equity income (loss) of subsidiaries | (6,397) |  |  |  | (9,767) |  |  | 42,207 |  |  | 114,971 |
Provision (benefit) for income taxes | (42,994) |  |  |  | (8,244) |  |  | (6,242) |  |  | (8,484) |
Net income available to common stockholders | $ | 36,991 |  |  |  | $ | (726) |  |  | $ | 48,712 |  |  | $ | 124,007 |
Per share data: |  |  |  |  |  |  |  |
Basic earnings (loss) per share |  |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 34,796 |  |  |  | $ | (726) |  |  | $ | 48,712 |  |  | $ | 124,007 |
Basic earnings (loss) per share | $ | 0.08 |  |  |  | $ | 0.00 |  |  | $ | 0.13 |  |  | $ | 0.33 |
Basic weighted-average shares of common stock outstanding | 426,436 |  |  |  | 383,528 |  |  | 371,561 |  |  | 379,215 |
Fully diluted earnings (loss) per share |  |  |  |  |  |  |  |
Net income (loss) for fully diluted shares | $ | 34,669 |  |  |  | $ | (726) |  |  | $ | 63,479 |  |  | $ | 173,995 |
Fully diluted earnings (loss) per share | $ | 0.07 |  |  |  | $ | 0.00 |  |  | $ | 0.13 |  |  | $ | 0.32 |
Fully diluted weighted-average shares of common stock outstanding | 489,989 |  |  |  | 383,528 |  |  | 499,414 |  |  | 540,020 |
See accompanying Notes to Financial Statements. BGC GROUP, INC. (Parent Company Only) STATEMENTS OF COMPREHENSIVE INCOME (in thousands)
| Successor |  |  | Predecessor
| Six Months Ended December 31, 2023 |  |  | Six Months Ended June 30, 2023 |  | Year Ended December 31, 2022 |  | Year Ended December 31, 2021
Net income available to common stockholders | $ | 36,991 |  |  |  | $ | (726) |  |  | $ | 48,712 |  |  | $ | 124,007 |
Other comprehensive (loss) income, net of tax: |  |  |  |  |  |  |  |
Foreign currency translation adjustments | 2,546 |  |  |  | 4,303 |  |  | (4,883) |  |  | (11,853) |
Benefit plans | — |  |  |  | — |  |  | — |  |  | 235 |
Total other comprehensive (loss) income, net of tax | 2,546 |  |  |  | 4,303 |  |  | (4,883) |  |  | (11,618) |
Comprehensive income attributable to common stockholders | $ | 39,537 |  |  |  | $ | 3,577 |  |  | $ | 43,829 |  |  | $ | 112,389 |
See accompanying Notes to Financial Statements. BGC GROUP, INC. (Parent Company Only) STATEMENTS OF CASH FLOWS (in thousands)
| Successor |  |  | Predecessor
| Six Months Ended December 31, 2023 |  |  | Six Months Ended June 30, 2023 |  | Year Ended December 31, 2022 |  | Year Ended December 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net income available to common stockholders | $ | 36,991 |  |  |  | $ | (726) |  |  | $ | 48,712 |  |  | $ | 124,007 |
Adjustments to reconcile net income to net cash used in operating activities: |  |  |  |  |  |  |  |
Amortization of deferred financing costs | 774 |  |  |  | 1,461 |  |  | 2,801 |  |  | 3,592 |
Equity (income) loss of subsidiaries | (36,991) |  |  |  | 726 |  |  | (48,712) |  |  | (114,971) |
Deferred tax (benefit) expense | (51,527) |  |  |  | — |  |  | (20,341) |  |  | (6,404) |
Decrease (increase) in operating assets: |  |  |  |  |  |  |  |
Investments in subsidiaries | 207,931 |  |  |  | (552) |  |  | 55,706 |  |  | 335,295 |
Receivables from related parties | (12,744) |  |  |  | 253 |  |  | 878 |  |  | (7,280) |
Notes receivable from related party | (1,124,589) |  |  |  | (348,040) |  |  | (2,801) |  |  | 251,312 |
Other assets | (87,613) |  |  |  | 3,836 |  |  | (1,052) |  |  | 1,769 |
(Decrease) increase in operating liabilities: |  |  |  |  |  |  |  |
Accounts payable, accrued and other liabilities | 20,191 |  |  |  | 3,568 |  |  | (5,750) |  |  | (21,459) |
Net cash used in operating activities | (1,047,577) |  |  |  | (339,474) |  |  | 29,441 |  |  | 565,861 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Net cash used in investing activities | — |  |  |  | — |  |  | — |  |  | — |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Dividends to stockholders | (9,360) |  |  |  | (7,558) |  |  | (14,859) |  |  | (15,098) |
Repurchase of Class A common stock | (66,778) |  |  |  | (46,481) |  |  | (103,888) |  |  | (365,398) |
Issuance of senior notes, net of deferred issuance costs | 884,781 |  |  |  | 346,579 |  |  | — |  |  | — |
Redemption of equity awards | (155) |  |  |  | (1,043) |  |  | — |  |  | — |
Repayments of senior notes | — |  |  |  | — |  |  | — |  |  | (256,032) |
Unsecured revolving credit agreement borrows | 239,033 |  |  |  | — |  |  | — |  |  | 300,000 |
Unsecured revolving credit agreement repayments | — |  |  |  | — |  |  | — |  |  | (300,000) |
Distributions from subsidiaries | — |  |  |  | 47,861 |  |  | 89,234 |  |  | 70,602 |
Proceeds from dividend reinvestment plan | 85 |  |  |  | 84 |  |  | 90 |  |  | 72 |
Net cash provided by financing activities | 1,047,606 |  |  |  | 339,442 |  |  | (29,423) |  |  | (565,854) |
Net increase (decrease) in cash and cash equivalents | 29 |  |  |  | (32) |  |  | 18 |  |  | 7 |
Cash and cash equivalents at beginning of period | — |  |  |  | 49 |  |  | 31 |  |  | 24 |
Cash and cash equivalents at end of period | $ | 29 |  |  |  | $ | 17 |  |  | $ | 49 |  |  | $ | 31 |
Supplemental cash information: |  |  |  |  |  |  |  |
Cash paid (refund) during the period for taxes | $ | — |  |  |  | $ | 9,581 |  |  | $ | 5,269 |  |  | $ | (157) |
Cash paid during the period for interest | 10,702 |  |  |  | 26,404 |  |  | 49,375 |  |  | 59,018 |
Supplemental non-cash information: |  |  |  |  |  |  |  |
Issuance of Class A common stock upon exchange of limited partnership interests | $ | — |  |  |  | $ | 45,868 |  |  | $ | 34,889 |  |  | $ | 157,547 |
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions | 4,514 |  |  |  | 2,761 |  |  | 2,710 |  |  | 1,160 |
See accompanying Notes to Financial Statements. Organization and Basis of Presentation On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure. As a result of the Corporate Conversion, BGC Group, Inc.(Successor) became the public holding company for, and successor to, BGC Partners (Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The accompanying Parent Company Only Financial Statements of BGC Group, Inc. should be read in conjunction with the Consolidated Financial Statements of BGC Group, Inc. and subsidiaries and the notes thereto. For the year ended December 31, 2023, the Company declared and paid cash dividends of $0.04 per share to BGC Class A and Class B common stockholders. For both years ended December 31, 2022 and 2021, the comparable cash dividend amounts were $0.04 per share. Commitments, Contingencies and Guarantees On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement was guaranteed by the Parent Company and 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 December 31, 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. BGC Partners recorded interest expense related to this secured loan arrangement of nil, $0.1 million and $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement was guaranteed by the Parent Company and 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 December 31, 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. BGC Partners recorded interest expense related to this secured loan arrangement of nil, $0.1 million and $0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Notes Payable and Other Borrowings Exchange Offer and Market-Making Registration Statement On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of the BGC Partners Notes, and (ii) from holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement. As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the registration rights agreement relating to the BGC Partners 8.000% Senior Notes. In connection with the October 6, 2023 closing of the Exchange Offer, (i) $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently canceled, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and BGC Group 8.000% Senior Notes, respectively, were issued; (ii) the indenture and supplemental indentures relating to the BGC Partners 3.750% Senior Notes, the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes were amended as proposed; and (iii) the registration rights agreement relating to the BGC Partners 8.000% Senior Notes was terminated. Issuance costs related to the Exchange Offer of $0.9 million are amortized as interest expense and the carrying value of the BGC Group 3.750% Senior Notes, the BGC Group 4.375% Senior Notes, and the BGC Group 8.000% Senior Notes will accrete up to the face amount over the term of the notes. On October 19, 2023, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 3.750% Senior Notes, the BGC Group 4.375% Senior Notes and the BGC Group 8.000% Senior Notes in connection with ongoing market-making transactions which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at a time of resale or at related or negotiated prices. Neither CF&Co, nor any other of the Company’s affiliates, has any obligation to make a market for the Company’s securities, and CF&Co or any such other affiliate may discontinue market-making activities at any time without notice. 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 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 bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has become the borrower thereunder. As of December 31, 2023, there were $239.2 million borrowings outstanding, net of deferred financing costs of $0.8 million under the Revolving Credit Agreement. As of December 31, 2022, there were no borrowings outstanding under the Revolving Credit Agreement. BGC Group recorded interest expense related to the Revolving Credit Agreement of $4.4 million for the year ended December 31, 2023. BGC Group did not record any interest expense related to the Revolving Credit Agreement for the years ended December 31, 2022 and 2021. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.9 million, $2.3 million and $3.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. 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 governing the BGC Partners 5.375% Senior Notes) 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 $14.5 million, $25.5 million and $25.5 million for the years ended December 31, 2023, 2022 and 2021, 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). 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. As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 3.750% Senior Notes became effective. The BGC Group 3.750% Senior Notes will mature on October 1, 2024 and 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, 2024. BGC Group may redeem some or all of the BGC Group 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 related to the BGC Group 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 3.750% Senior Notes) occurs, holders may require BGC Group 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. Following the closing of the Exchange Offer, $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes remained outstanding. The carrying value of the BGC Group 3.750% Senior Notes was $254.8 million as of December 31, 2023. BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $2.6 million for the year ended December 31, 2023. BGC Group did not record interest expense related to the BGC Group 3.750% Senior Notes for the years ended December 31, 2022 and 2021. The carrying value of the BGC Partners 3.750% Senior Notes was $44.4 million as of December 31, 2023. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $9.5 million for the year ended December 31, 2023, and $12.1 million for each of the years ended December 31, 2022, and 2021. 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). 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. As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 4.375% Senior Notes became effective. The BGC Group 4.375% Senior Notes will mature on December 15, 2025 and 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, 2023. BGC Group may redeem some or all of the BGC Group 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 related to the BGC Group 4.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375% Senior Notes) occurs, holders may require BGC Group 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. Following the closing of the Exchange Offer, $11.8 million aggregate principal amount of BGC Partners 4.375% Senior Notes remained outstanding. Cantor participated in the Exchange Offer, and currently holds $14.5 million aggregate principal amount of BGC Group 4.375% Senior Notes. The carrying value of the BGC Group 4.375% Senior Notes was $286.7 million as of December 31, 2023. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million for the year ended December 31, 2023. BGC Group did not record interest expense related to the BGC Group 4.375% Senior Notes for the years ended December 31, 2022 and 2021. The carrying value of the BGC Partners 4.375% Senior Notes was $11.8 million as of December 31, 2023. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $10.5 million for the year ended December 31, 2023, and $13.8 million for each of the years ended December 31, 2022 and 2021. 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). 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. On October 6, 2023, pursuant to the Exchange Offer, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 8.000% Senior Notes became effective. The BGC Group 8.000% Senior Notes will mature on May 25, 2028 and 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. BGC Group may redeem some or all of the BGC Group 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 related to the BGC Group 8.000% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 8.000% Senior Notes) occurs, holders may require BGC Group 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. Following closing of the Exchange Offer, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding. In connection with the issuance of the BGC Partners 8.000% Senior Notes, BGC Partners entered into a registration rights agreement providing for a future registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000% Senior Notes, issued in a private placement on May 25, 2023, could exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the closing of the Exchange Offer. The carrying value of the BGC Group 8.000% Senior Notes was $343.9 million as of December 31, 2023. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for the year ended December 31, 2023. The carrying value of the BGC Partners 8.000% Senior Notes was $2.7 million as of December 31, 2023. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $10.0 million for the year ended December 31, 2023.

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