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BGC Group, Inc. Announces Early Participation Results in Exchange Offers and Consent Solicitations and Extension of Early Participation Premium

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NEW YORK, Sept. 20, 2023 /PRNewswire/ — BGC Group, Inc. (Nasdaq: BGC) (“BGC Group”) today announced that, as of 5:00 p.m., New York City time, on September 19, 2023 (the “Early Participation Date” or the “Consent Revocation Deadline”), the aggregate principal amounts of the three series of notes described in the table below (collectively, the “Old Notes”) issued by BGC Partners, Inc., BGC Group’s wholly owned subsidiary (“BGC Partners”), had been validly tendered and not validly withdrawn in connection with BGC Group’s previously announced offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by BGC Group with the same respective interest rates and maturity dates (collectively, the “New Notes”). In connection with the exchange offers, BGC Group (on behalf of BGC Partners) is soliciting consents (the “consent solicitation”) from (i) holders of the Old Notes to certain proposed amendments to the indenture between BGC Partners and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Old Base Indenture”) and corresponding supplemental indenture pursuant to which the applicable series of Old Notes were issued to eliminate certain affirmative and restrictive covenants and events of default (collectively, the “proposed indenture amendments”) and (ii) each holder of BGC Partners’ outstanding 8.000% Senior Notes due May 25, 2028 (the “Old 2028 Notes”) to amend the Registration Rights Agreement, dated May 25, 2023, relating to the Old 2028 Notes (the “Old 2028 Notes Registration Rights Agreement”) to terminate such agreement (collectively, with the proposed indenture amendments, the “proposed amendments”). A registration statement on Form S-4 (File No. 333-274356) (the “Registration Statement”) relating to the exchange offers and consent solicitations was filed with the Securities and Exchange Commission (“SEC”) on September 6, 2023, but has not yet been declared effective.

Title of Series of Old Notes

CUSIP

Aggregate Principal Amount
Tendered and Consents
Received as of the Early
Participation Date

Percentage of Total
Outstanding Principal
Amount of Such Series
Tendered and Consenting

3.750% Senior Notes due
October 1, 2024

 

05541T AM3

$248,420,000

82.81 %

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4.375% Senior Notes due
December 15, 2025

05541T AP6

U2100D AE3

 

$287,073,000

95.69 %

8.000% Senior Notes due
May 25, 2028

05541T AQ4

U2100D AF0

$344,647,000

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98.47 %

BGC Group also announced today amendments to each of the exchange offers to extend the period during which validly tendered (and not validly withdrawn) Old Notes are eligible to receive the “Early Participation Premium” from 5:00 p.m., New York City time, on September 19, 2023 to 5:00 p.m., New York City time, on October 4, 2023 (the “Expiration Date”). The Early Participation Premium consists of $30 principal amount of New Notes having an interest rate and maturity identical to the applicable series of Old Notes accepted for exchange. In exchange for each $1,000 principal amount of Old Notes that is validly tendered (and not validly withdrawn) prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive consideration which consists of $1,000 principal amount of the corresponding New Notes and $1.00 cash. The expiration time of each of the exchange offers continues to be 5:00 p.m., New York City time, on October 4, 2023, unless extended. The New Notes are expected to be issued promptly on or about the second business day following the Expiration Date. 

BGC Group is conducting the exchange offers to simplify its capital structure following the corporate conversion completed on July 1, 2023, whereby BGC Partners became a wholly owned subsidiary of BGC Group, and to give existing holders of the Old Notes the opportunity to obtain New Notes issued by BGC Group, which will rank pari passu with BGC Group’s other unsecured senior indebtedness. In connection with the closing of the exchange offers, BGC Group intends to assume BGC Partners’ credit facilities. BGC Group also intends to be the issuer and obligor on future debt issuances and credit arrangements, rather than BGC Partners.

The adoption of the proposed amendments with respect to each series of Old Notes requires the consents of holders of the majority in outstanding principal amount of such series through the valid tendering of Old Notes (the “Requisite Consents”). Consents to the proposed amendments could no longer be revoked as of the Consent Revocation Deadline, at which time approximately 82.81% of BGC Partners’ 3.750% Senior Notes due October 1, 2024, approximately 95.69% of BGC Partners’ 4.375% Senior Notes due December 15, 2025, and approximately 98.47% of BGC Partners’ 8.000% Senior Notes due May 25, 2028 were tendered, and thus the Requisite Consents were received for each series. As a result, on the date of the Consent Revocation Deadline, BGC Partners executed (i) the Fourth Supplemental Indenture to the Old Base Indenture to implement the proposed indenture amendments (the “Old Notes Supplemental Indenture”) and (ii) a written acknowledgement of the amendment to the Old 2028 Notes Registration Rights Agreement to terminate such agreement (the “Written Acknowledgement”). Each of the Old Notes Supplemental Indenture and the Written Acknowledgement will become effective on or about the second business day following the Expiration Date.

The exchange offers and consent solicitations are being made pursuant to the terms and conditions set forth in the preliminary prospectus filed with the SEC on September 6, 2023 (the “Prospectus”), which forms part of the Registration Statement, and the related letter of transmittal and consent (the “Letter of Transmittal”). The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions in the Prospectus and the Letter of Transmittal, and the Registration Statement having been declared effective by the SEC. BGC Group may, at its option, waive any such conditions except for the condition that the Registration Statement of which the Prospectus forms a part has been declared effective by the SEC. All conditions to the exchange offers must be satisfied or, where permitted, waived, at or by the Expiration Date.

Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the applicable exchange offer; however, the associated consents will continue to be deemed delivered. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless BGC Group is otherwise required by law to permit withdrawal.

The New Notes will be unsecured and unsubordinated obligations of BGC Group and will rank equally with each other and with all other unsecured and unsubordinated indebtedness of BGC Group issued from time to time.

Each New Note issued in exchange for an Old Note will have an interest rate, interest payment dates and maturity that are the same as the interest rate, the interest payment dates and maturity of the tendered Old Note, as well as substantively the same optional redemption provisions. No accrued but unpaid interest will be paid on the Old Notes in connection with the exchange offers. However, interest on the applicable New Note will accrue from and including the most recent interest payment date of the tendered Old Note. Subject to the minimum denominations as described in the Registration Statement, the principal amount of each New Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and BGC Group will pay a cash rounding amount equal to the remaining portion, if any, of the exchange price of such Old Note, plus accrued and unpaid interest with respect to such portion of the Old Notes not exchanged.

Questions concerning the terms of the exchange offers or the consent solicitations for the Old Notes should be directed to the dealer manager for the exchange offers and the solicitation agent for the consent solicitations:

BofA Securities
620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255

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Attention: Liability Management
Toll Free: +1 (888) 292-0070
Collect: +1 (980) 387-3907
Email: [email protected]

Questions concerning tender procedures for the Old Notes and requests for additional copies of the Prospectus and the Letter of Transmittal should be directed to the exchange agent and information agent:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll Free: (877) 732-3614

By E-mail:
[email protected]

Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and consent solicitations, and BGC Group reserves the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other exchange offers and consent solicitations at any time and from time to time, as described in the Prospectus and Letter of Transmittal.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is not a solicitation of the related consents. The exchange offers and consent solicitations may be made solely pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. The exchange offers and consent solicitations are not being made in any state or jurisdiction in which such offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A Registration Statement relating to the New Notes has been filed with the SEC but has not yet become effective. The New Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Registration Statement is truthful or complete. Any representation to the contrary is a criminal offense.

Discussion of Forward-Looking Statements about BGC Group

Statements in this document regarding BGC Group that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements regarding BGC Group’s exchange offers and consent solicitations and are subject to the risk that the anticipated results of the contemplated transactions may differ, possibly materially, from what is currently expected. Except as required by law, BGC Group undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC Group’s SEC filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K, or in the Registration Statement.

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Media Contact:

Karen Laureano-Rikardsen
+1 212-829-4975

Investor Contact:

Jason Chryssicas
+1 212-610-2426

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Loyyal’s Xpand Point Partners with Easyrewardz to bring Loyalty Points Exchange for Programs across Middle East, India, Europe and APAC

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Partnership to offer loyalty points exchange for travel, hospitality, and lifestyle rewards for banking customers beyond borders

DUBAI, UAE, Nov. 7, 2024 /PRNewswire/ — Easyrewardz, a leading provider of cloud-based CRM and loyalty platform, has announced a strategic partnership with Loyyal, a UAE-based pioneer in blockchain-powered loyalty solutions. This collaboration is set to redefine the loyalty landscape by introducing enhanced point conversion capabilities and offering unique, experiential redemption options, giving customers more flexible and engaging ways to use their loyalty points.

The collaboration will bring Loyyal’s innovative loyalty points exchange platform, Xpand Point to India’s BFSI (Banking, Financial, and Insurance) sector, integrating it with Easyrewardz Loyalty Management System (LMS) to provide businesses with tools that enhance customer retention and drive deeper engagement. Through this partnership, millions of banking members will unlock a new world of benefits, both within India and globally, with exciting opportunities to earn, redeem, and exchange points across various categories of offers.

This alliance brings together two industry leaders, creating a powerful synergy that enhances their value propositions and sets the stage for a transformation in the loyalty market. The partnership also taps into growth opportunities in the Middle East, Europe and APAC region, with a focus on high-demand markets like Saudi Arabia, UAE, UK, Germany, Turkey, Singapore, Hong Kong and Australia where the need for advanced loyalty programs is rapidly increasing. These opportunities will be harnessed through a comprehensive redemption catalogue and Loyyal’s Xpand Point platform, enabling seamless integration and enhanced member experiences.

Ashish Kumar Singh, CEO of Loyyal, quoted, “We are thrilled to partner with Easyrewardz to bring our blockchain-powered loyalty ecosystem to the BFSI sector in India. This collaboration represents a significant opportunity for both companies to innovate and redefine customer engagement across multiple markets, leveraging our combined strengths to deliver personalized and rewarding experiences.”

The partnership aims to create additional growth opportunities for both companies by establishing them as channel partners. Together, Easyrewardz and Loyyal will promote each other’s services, collaborate on marketing initiatives, and offer cross-platform solutions that amplify customer loyalty and engagement. This partnership will enable Easyrewardz to leverage Loyyal’s network of merchants and points exchange partners in India to its clients and prospects in the GCC region through a redemption catalogue and the Loyyal Points Exchange platform.

Soumya Chatterjee, Co-Founder & CEO of Easyrewardz, highlighted the broader impact of this collaboration, saying, “At Easyrewardz, we have always been committed to creating exceptional customer experiences by understanding and anticipating the needs of businesses.

Our partnership with Loyyal will not only allow us to deepen our presence in the BFSI sector but also open doors to new possibilities in the GCC region. Easyrewardz has always had a customer-centric approach and thus by integrating Loyyal’s innovative Points Exchange platform – Xpand Point, into our existing reward offering we are further enhancing our affluent offerings and catering to the growing demand in premium segments for outbound travel and experiences.  Together, we will reshape the way businesses approach loyalty, focusing on delivering exceptional value and driving sustainable growth for our clients across industries.”

This partnership is set to deliver significant benefits for businesses by enabling them to adopt more flexible, personalized, and data-driven loyalty programs. With the ability to engage customers at multiple touchpoints and simplify redemption processes, the combined expertise of Loyyal and Easyrewardz will offer unparalleled loyalty solutions that foster deeper customer relationships and generate long-term value.

Gunjan Kumar, Chief Revenue Officer of Loyyal, expressed the significance of this collaboration, stating, “Our partnership with Easyrewardz marks a pivotal step in redefining customer loyalty. By integrating Loyyal’s cutting-edge Xpand Point platform with Easyrewardz extensive expertise in the BFSI sector, we are crafting a robust solution that not only meets current demands but also anticipates future trends in customer engagement. Together, we are moving beyond mere transactional loyalty to foster deeper, lasting relationships that enhance member retention.”

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As industries increasingly focus on retaining loyal customers and nurturing brand advocates, this partnership positions Loyyal and Easyrewardz at the forefront of innovation, offering businesses the tools and strategies they need to remain competitive in the rapidly evolving loyalty landscape.

About Loyyal

Loyyal is renowned for its innovative Enterprise SAAS Suite for Loyalty & Payments powered with patented blockchain technology, based in UAE, US and India. Loyyal SAAS disrupts loyalty industry with metrics of incremental revenue, rapid growth and scalability at the lowest possible cost. Xpand Point, the world’s first blockchain enabled loyalty points exchange platform leverages Loyyal’s unique USP to empower every program with interoperable exchange facility across different programs, categories both locally and internationally. For more information, please visit www.loyyal.com for PR related queries contact [email protected].

About Easyrewardz

Easyrewardz is an industry-agnostic cloud-based CRM & Loyalty platform that enables seamless omnichannel customer experience. Easyrewardz innovative ways to engage new customers & retain existing ones by leveraging technology are helping businesses embrace digital disruption leading to excellent customer experiences. Easyrewardz has more than a decade experience in managing BFSI, Retail and B2B loyalty & CRM programs to provide a seamless & rewarding experience to their customers, enabling consistent engagement.

More than 180 brands, including RBL Bank, Kotak Bank, J&K Bank, Bajaj Finserv, IIFL, Muthoot Fincorp, Bata (India & APAC), BESTSELLER, The Belgian Waffle, The Body Shop, Levi’s, Soch, Senco, and Motherhood Hospitals have trusted Easyrewardz to create brand markers and delight customer. For more information, please visit www.Easyrewardz.com

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‘Global Top-tier’ KT&G Expands Into Europe full-scale, Starting with Romania

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SEOUL, South Korea, Nov. 7, 2024 /PRNewswire/ — KT&G (KRX:033780), a global ‘top-tier’ cigarette manufacturer, has begun its expansion into Europe, starting with Romania in April, followed by Portugal, Andorra, and Spain with its representative superslim brand ESSE.

KT&G is South Korea’s leading company holding the No. 1 position in each of its Next Generation Products (NGP), Health Functional Foods, and Combustible Cigarettes (CC) businesses. To further consolidate its position as a global top-tier player, KT&G is accelerating overseas growth in its three core growth business areas, NGP, Health Functional Food, and Global CC.

To this end, KT&G is currently focusing on expanding its global business with subsidiaries or offices in 10 countries around the world, including Europe, Indonesia, Taiwan and Kazakhstan. Last year, the company introduced a company-in-company (CIC) system for each region with the aim of expanding overseas markets more aggressively and expanding local distribution coverage, and is accelerating growth in Eurasia and Asia-Pacific. As of the end of ’23, KT&G sold about 717 brands with 5,184 employees in 143 countries around the world, strengthening its position as a global top-tier company.

In particular, KT&G is expanding direct management from production to marketing and sales by building a localized value chain centered on CICs in each overseas region. To this end, KT&G began construction of a new factory in Almaty, Kazakhstan, last year and has begun construction of the second and third factories in Indonesia, in addition to its existing factories there, speeding up its efforts to secure a global production base. In particular, once the construction of the second and third factories in Indonesia is completed, Indonesia will become the largest overseas production base for KT&G’s business and a key growth engine for achieving its mid- to long-term vision.

The fruits of growth investments for global business expansion efforts are already being realized. Last year, KT&G’s overseas sales of cigarettes reached 53.2 billion pieces, a new record for the company. This year’s second quarter was also the largest quarterly sales quarter, and according to analysts’ forecasts, overseas cigarettes are expected to break the record again in the third quarter.

KT&G is not resting on its laurels, and is preparing for new growth by establishing its status as a “Global Top-tier” company in accordance with the “2027 KT&G Vision,” which was newly established in 2023. KT&G is strengthening its intrinsic competitiveness and structural innovation centered on its three core businesses, and has set ‘50% of sales from overseas business’ and ‘60% of sales from non-tobacco business’ as its main business KPIs for 2027, and is focusing its company-wide capabilities to achieve them. Through this, KT&G plans to surpass the No. 1 ranking in Korea and achieve the Global Top 4.

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Nium and Kinexys by J.P. Morgan (formerly Onyx by J.P. Morgan) Enhance Cross-Border Payment Accuracy with Account Validation Services in Malaysia, Thailand, and Hong Kong

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Collective network intelligence is used to validate account information before initiating payments, reducing misdirected payments and fraud

SINGAPORE, Nov. 7, 2024 /PRNewswire/ — Nium today announced an expansion to its global collaboration with Kinexys by J.P. Morgan (formerly Onyx by J.P. Morgan), with the cross-border payments leader being the first fintech company to provide data that helps validate bank account details used in international payments to Malaysia, Thailand, and Hong Kong. Nium Verify will provide data to Confirm, an application developed by Kinexys by J.P. Morgan, designed for the exchange of global account validation information. The solution is used to validate beneficiary account details in real-time, prior to payment, significantly reducing the likelihood of errors and failed payments when making cross-border transactions.

Institutions across the globe experience a high number of payment returns and fraud due to the inability to verify account information in real time prior to payment processing. This results in unnecessary fees, payment delays, and customer experience issues. Based on a market evaluation of high-value payment returns in 2020, there is an opportunity to save millions of dollars on high value payments and three to four days of payment-related delays.

Nium is providing data from Nium Verify to Liink, developed by Kinexys by J.P. Morgan’s blockchain business unit, which provides scalable solutions and creates ecosystems that transform the way information, money, and assets move. Liink is the world’s first bank-led, peer-to-peer network that facilitates secure and private information and capability exchange between dozens of sophisticated global institutions, such as banks, credit unions, fintechs and digital banks, among others.  Built on a private, permissioned blockchain network, Liink enables participants to share information across its network, all while maintaining the three fundamental properties of information sharing: sovereignty, security and privacy.

“The additional markets for which Nium is able to provide data coverage will expand Confirm’s significant global reach even further, providing incremental value to inquiring participants on the network without requiring any incremental technology uplift,” said Zack Chestnut, Global Head of Business Development for Kinexys Liink and Kinexys Digital Payments. “This is in line with Confirm’s goal to provide global account verification services through a single, secure network. We are excited to partner with Nium to provide additional value to our participants and make the global payments ecosystem more efficient.”

Globally, Nium Verify provides real-time insight into the account beneficiaries in more than 50 markets. It applies advanced technologies to indicate in real-time whether account details are accurate. Nium introduced Verify at the Money20/20 conference in Las Vegas.

“We are excited to deepen our relationship with Kinexys by J.P. Morgan and move closer towards our shared goal of providing businesses with faster, more secure, and reliable payment experiences in the rapidly growing APAC region,” said Alex Johnson, Chief Payments Officer at Nium. “This collaboration aligns with Nium’s mission to simplify and streamline cross-border payments for businesses worldwide. By leveraging our account verification capabilities, we are reducing friction in global payments, creating a more efficient, secure, and compliant payments ecosystem.”

For more information about Nium Verify, visit the link here.

About Nium

Nium, the leading global infrastructure for real-time cross-border payments, was founded on the mission to deliver the global payments infrastructure of tomorrow, today. With the onset of the global economy, its payments infrastructure is shaping how banks, fintechs, and businesses everywhere collect, convert, and disburse funds instantly across borders. Its payout network supports 100 currencies and spans 220+ markets, 100 of which in real-time. Funds can be disbursed to accounts, wallets, and cards and collected locally in 35 markets. Nium’s growing card issuance business is already available in 34 countries. Nium holds regulatory licences and authorisations in more than 40 countries, enabling seamless onboarding, rapid integration, and compliance – independent of geography. The company is co-headquartered in San Francisco and Singapore.

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