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Notes Payable and Other Borrowings | 9 Months Ended
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Sep. 30, 2024
Debt Disclosure [Abstract] |
Notes Payable and Other Borrowings | Notes Payable and Other Borrowings Notes payable and other borrowings consisted of the following (in thousands):
| September 30, 2024 |  | December 31, 2023
Unsecured senior revolving credit agreement | $ | — |  |  | $ | 239,180 |
BGC Group 3.750% Senior Notes due October 1, 2024 | 255,526 |  |  | 254,814 |
BGC Partners 3.750% Senior Notes due October 1, 2024 | 44,474 |  |  | 44,383 |
BGC Group 4.375% Senior Notes due December 15, 2025 | 287,279 |  |  | 286,729 |
BGC Partners 4.375% Senior Notes due December 15, 2025 | 11,818 |  |  | 11,800 |
BGC Group 8.000% Senior Notes due May 25, 2028 | 344,427 |  |  | 343,852 |
BGC Partners 8.000% Senior Notes due May 25, 2028 | 2,256 |  |  | 2,748 |
BGC Group 6.600% Senior Notes due June 10, 2029 | 494,926 |  |  | — |
Total Notes payable and other borrowings 1, 2 | $ | 1,440,706 |  |  | $ | 1,183,506 |
__________________________ 1 The Company was in compliance with all debt covenants, as applicable, as of both September 30, 2024 and December 31, 2023. 2 Presented net of deferred financing costs, which are recorded in the Company’s unaudited Condensed Consolidated Statements of Financial Condition as a direct reduction of the Notes payable and other borrowings. As of September 30, 2024 and December 31, 2023, total deferred financing costs were $8.4 million and $6.5 million, respectively. 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) 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 cancelled, $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 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 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. On April 26, 2024, the Company amended and restated the Revolving Credit Agreement to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $475.0 million, subject to certain conditions being met. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement are substantially unchanged. As of September 30, 2024, there were no borrowings outstanding under the Revolving Credit Agreement. As of December 31, 2023, there were $239.2 million of borrowings outstanding, net of deferred financing costs of $0.8 million under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings for the nine months ended September 30, 2024 was 7.18%. The average interest rate on the outstanding borrowings for the three and nine months ended September 30, 2023 was 7.15% and 6.99%, respectively. There were no borrowings under the Revolving Credit Agreement during the three months ended September 30, 2024. BGC Group recorded $0.5 million of interest expense related to the Revolving Credit Agreement for the three months ended September 30, 2024. BGC Group recorded interest expense related to the Revolving Credit Agreement of $8.4 million for the nine months ended September 30, 2024. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $3.7 million for the three months ended September 30, 2023. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.6 million for the nine months ended September 30, 2023. Senior Notes The BGC Group Notes and BGC Partners Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the BGC Group Notes and BGC Partners Notes were as follows (in thousands):
| September 30, 2024 |  | December 31, 2023
| Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
BGC Group 3.750% Senior Notes due October 1, 2024 | $ | 255,526 |  |  | $ | 255,424 |  |  | $ | 254,814 |  |  | $ | 249,722 |
BGC Partners 3.750% Senior Notes due October 1, 2024 | 44,474 |  |  | 44,456 |  |  | 44,383 |  |  | 43,464 |
BGC Group 4.375% Senior Notes due December 15, 2025 | 287,279 |  |  | 285,390 |  |  | 286,729 |  |  | 276,569 |
BGC Partners 4.375% Senior Notes due December 15, 2025 | 11,818 |  |  | 11,733 |  |  | 11,800 |  |  | 11,371 |
BGC Group 8.000% Senior Notes due May 25, 2028 | 344,427 |  |  | 374,450 |  |  | 343,852 |  |  | 363,274 |
BGC Partners 8.000% Senior Notes due May 25, 2028 | 2,256 |  |  | 2,451 |  |  | 2,748 |  | 2,901
BGC Group 6.600% Senior Notes due June 10, 2029 | 494,926 |  |  | 517,700 |  |  | — |  |  | — |
Total | $ | 1,440,706 |  |  | $ | 1,491,604 |  |  | $ | 944,326 |  |  | $ | 947,301 |
The fair values of the BGC Group Notes and 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 Group 3.750% Senior Notes, the BGC Partners 3.750% Senior Notes, the BGC Group 4.375% Senior Notes, the BGC Partners 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Partners 8.000% Senior Notes, and the BGC Group 6.600% 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 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 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 $14.5 million for the three and nine months ended September 30, 2023, 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 $255.5 million as of September 30, 2024. BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $2.6 million for the three months ended September 30, 2024. BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million for the nine months ended September 30, 2024. BGC Group did not record interest expense related to the BGC Group 3.750% Senior Notes for the three and nine months ended September 30, 2023. The carrying value of the BGC Partners 3.750% Senior Notes was $44.5 million as of September 30, 2024. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $0.4 million and $3.0 million for the three months ended September 30, 2024 and 2023,respectively. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $1.3 million and $9.1 million, for the nine months ended September 30, 2024 and 2023, respectively. 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 $287.3 million as of September 30, 2024. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million for the three months ended September 30, 2024. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $10.0 million for the nine months ended September 30, 2024. BGC Group did not record interest expense related to the BGC Group 4.375% Senior Notes for the three and nine months ended September 30, 2023. The carrying value of the BGC Partners 4.375% Senior Notes was $11.8 million as of September 30, 2024. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.1 million and $3.5 million for the three months ended September 30, 2024 and 2023, respectively. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.4 million and $10.3 million for the nine months ended September 30, 2024 and 2023, respectively. 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 discount and 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 $344.4 million as of September 30, 2024. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for the three months ended September 30, 2024. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $21.4 million for the nine months ended September 30, 2024. BGC Group did not record interest expense related to the BGC Group 8.000% Senior Notes for the three and nine months ended September 30, 2023. On August 21, 2024, the Company repurchased $0.5 million of outstanding principal, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. The carrying value of the BGC Partners 8.000% Senior Notes was $2.3 million as of September 30, 2024. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.1 million and $7.2 million, respectively, for the three months ended September 30, 2024 and 2023. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.2 million and $10.0 million, respectively, for the nine months ended September 30, 2024 and 2023. 6.600% Senior Notes On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of BGC Group 6.600% Senior Notes. The BGC Group 6.600% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.600% Senior Notes bear interest at a rate of 6.600% per year, payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The BGC Group 6.600% Senior Notes will mature on June 10, 2029. The Company may redeem some or all of the BGC Group 6.600% 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 Group 6.600% Senior Notes). The initial carrying value of the BGC Group 6.600% Senior Notes was $495.0 million, net of discount and debt issuance costs of $5.0 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the BGC Group 6.600% Senior Notes was $494.9 million as of September 30, 2024. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $8.5 million for the three months ended September 30, 2024. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $10.4 million for the nine months ended September 30, 2024. 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, 2024 and December 31, 2023. The interest expense related to this secured loan arrangement for both the three and nine months ended September 30, 2023 were nil. 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, 2024 and December 31, 2023. The interest expense related to this secured loan arrangement for both the three and nine months ended September 30, 2023 were nil. 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. As of both September 30, 2024 and December 31, 2023 there were no borrowings outstanding under the agreement. BGC Partners recorded no interest expense related to the agreement for the three months ended September 30, 2023. BGC Partners recorded interest expense related to the agreement of $0.2 million for the nine months ended September 30, 2023. 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 $9.2 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $11.0 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $12.8 million (BRL 70.0 million). This agreement is renewable every 90 days and bears a fee of 1.32% per year. As of both September 30, 2024 and December 31, 2023 there were no borrowings outstanding under this agreement. The bank fees related to the agreement were nil for each of the three months ended September 30, 2024 and 2023. The bank fees related to the agreement were $0.1 million for each of the nine months ended September 30, 2024 and 2023. BGC Credit Agreement with Cantor On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement. On April 1, 2024, the outstanding balance of $275.0 million was repaid in its entirety. There were no borrowings by the Company under the BGC Credit Agreement as of September 30, 2024. The Company did not record any interest expense related to the BGC Credit Agreement during the three months ended September 30, 2024. The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the nine months ended September 30, 2024. The Company did not record any interest expense related to the BGC Credit Agreement during the three and nine months ended September 30, 2023. See Note 13—“Related Party Transactions” for additional information related to these transactions.

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