Fintech PR
BGC Group, Inc. Commences Offers to Exchange Three Series of Notes Issued by BGC Partners, Inc. for Notes Issued by BGC Group, Inc.
NEW YORK, Sept. 6, 2023 /PRNewswire/ — BGC Group, Inc. (Nasdaq: BGC) (“BGC Group” or the “Company”) today announced the commencement of offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the three series described in the table below (collectively, the “Old Notes”) issued by BGC Partners, Inc., BGC Group’s wholly-owned subsidiary (“BGC Partners”), for notes to be issued by BGC Group as described in the table below (collectively, the “New Notes”). A registration statement on Form S-4 relating to the issuance of the New Notes was filed with the U.S. Securities and Exchange Commission (“SEC”) on September 6, 2023 (the “Registration Statement”) but has not yet been declared effective. Copies of the preliminary prospectus dated September 6, 2023 (the “Prospectus”), which forms a part of the Registration Statement, and the related letter of transmittal and consent (the “Letter of Transmittal”) are available to holders through the exchange agent and information agent, D.F. King & Co., Inc., by calling (212) 269-5550 (toll-free) or (877) 732-3614 (for banks and brokers) or by emailing [email protected].
|
Exchange |
Early |
Total |
||||||
|
Title of Series of Old Notes |
CUSIP |
Aggregate |
Title of Series of New  |
New Notes (Principal |
Cash |
New Notes (Principal |
New Notes (Principal |
Cash |
|
3.750% Senior Notes due |
05541T |
$300,000,000 |
3.750% Senior Notes due |
$970 |
$1.00 |
$30 |
$1,000 |
$1.00 |
|
4.375% Senior Notes due |
05541T U2100 |
$300,000,000 |
4.375% Senior Notes due |
$970 |
$1.00 |
$30 |
$1,000 |
$1.00 |
|
8.000% Senior Notes due |
05541T U2100 |
$350,000,000 |
8.000% Senior Notes due |
$970 |
$1.00 |
$30 |
$1,000 |
$1.00 |
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.
In connection with the exchange offers, BGC Group is soliciting consents (the “consent solicitations”) from holders of the Old Notes (on behalf of BGC Partners) to certain proposed amendments (collectively, the “proposed indenture amendments”) to the corresponding indenture and supplemental indentures pursuant to which such Old Notes were issued (collectively, the “Old Notes Indentures”) which amendments will, among other things, eliminate certain affirmative and restrictive covenants and events of default in the Old Note Indentures. BGC Group is also soliciting consents (on behalf of BGC Partners) from 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, to terminate such agreement (collectively, with the proposed indenture amendments, the “proposed amendments”). If the proposed amendments become effective with respect to any series of Old Notes, the amendments will apply to all Old Notes of such series not tendered in the applicable exchange offer.
The exchange offers and consent solicitations commenced on September 6, 2023 and expire at 5:00 p.m., New York City time, on October 4, 2023 (the “Expiration Date”), unless extended or earlier terminated. In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on September 19, 2023, unless extended (such date and time, as it may be extended, the “Early Participation Date”), and not validly withdrawn, holders of such Old Notes will be eligible to receive the total consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of the corresponding New Notes and a cash amount of $1.00. The Total Consideration includes an early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of the corresponding series of New Notes per $1,000 principal amount of Old Notes.
In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of New Notes of the corresponding series and a cash amount of $1.00. 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.
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
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]
The exchange offers and consent solicitations are being made pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless BGC Group is otherwise required by law to permit withdrawal. Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on September 19, 2023, unless extended (the “Consent Revocation Deadline”), but may not be revoked at any time thereafter. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Consent Revocation Deadline. A valid withdrawal of tendered Old Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments. If the valid withdrawal of your tendered Old Notes occurs after the Consent Revocation Deadline, then, as described in this Prospectus, you will not be able to revoke the related consent to the proposed amendments.
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.
Media Contact:
Karen Laureano-Rikardsen
+1 212-829-4975
Investor Contact:
Jason Chryssicas
+1 212-610-2426
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Fintech PR
President Emmerson Mnangagwa met this week with Zambia’s former Vice President and Special Envoy Enoch Kavindele to discuss SADC’s candidate for the AfDB
President Mnangagwa, who is SADC Chairperson, reaffirmed his own country’s and SADC’s enthusiastic support for Zambian candidate Sam Maimbo
LUSAKA, Zambia, Dec. 20, 2024 /PRNewswire/ — Special Envoy Kavindele released the following statement following the meeting:
“I am elated to witness the growing success and momentum of Sam Maimbo’s candidacy to become the next President of the African Development Bank. I am filled with gratitude to our friends across both SADC and COMESA for their continued support and good wishes.
Sam has garnered such wide consensus due to his being uniquely qualified to deliver the transformative change and empowerment our continent needs. Sam’s 30 years in development work is defined by driving outcomes, improving processes, and investing in people. The AfDB needs a hands-on leader who is laser focused on delivering results and who is unafraid of making tough decisions in order to best serve our continent. Sam is that leader. Sam has the track record and experience to drastically enhance the pace, scale, and impact of the Bank’s work in service of the people and governments of Africa.
Our region has a proud history of supporting fellow Southern Africans. For example, we all recall Lusaka’s role in hosting the African National Congress’ headquarters during the dark days of Apartheid oppression.
It therefore gives me no pleasure to observe my South African brothers, who have themselves leant on Zambia’s steadfast friendship over many decades, fail to rally behind both SADC and COMESA’s chosen candidate for the AfDB. Africa’s urgent economic development challenges demand transformational leadership at the AfDB, it is all of our responsibility to put forward the best candidate for the job. This is not the time or place for a government to act with narrow self-interest, we all must act in the continent’s and AfDB’s best interest.
I thank Sam Maimbo for his lifelong service to our entire continent, and I am eager to witness his enormous impact as President of the AfDB.”
LONDON, Dec. 20, 2024 /PRNewswire/ — Heimdal Security shares a practical holiday cybersecurity checklist, offering expert insights to help businesses safeguard against cyber threats this festive season.
With reduced staffing, remote work setups, and a surge in online shopping creating heightened vulnerabilities, this guide offers actionable tips to enhance business security.
Going beyond basic advice, the checklist also highlights the most common holiday scams and features videos showcasing real-life examples of Christmas-themed cyber scams and effective prevention strategies.
Key Tips to Protect Businesses This Holiday Season:
- Strengthen endpoints: Ensure devices are updated with antivirus and endpoint protection software; consider Endpoint Detection and Response (EDR) and application whitelisting.
- Prepare for phishing spikes: Train staff to identify suspicious emails, enforce robust email filters, and establish protocols for reporting unusual activity.
- Secure remote access: Mandate VPN usage, monitor unusual logins, and deactivate inactive accounts temporarily.
- Segment and shield networks: Isolate sensitive areas, deploy DNS security and advanced firewalls, and maintain full visibility over network traffic.
- Apply timely patches: Regularly update all systems and test patches in a controlled environment to minimize disruptions.
- Mitigate supply chain risks: Assess vendors thoroughly and limit their access to essential systems.
- Have a response plan ready: Tailor incident protocols for the holidays, create an on-call rotation for the IT team, and enable rapid action against suspicious activity.
“ Cybercriminals thrive on holiday distractions, but with proactive measures like phishing training, secure endpoints, and network segmentation, businesses can stay ahead of potential threats,” said Alex Panait, System Administrator at Heimdal Security.
Common Holiday Scams That Businesses Should Watch For:
Cybercriminals often tailor their tactics to exploit the festive season. The most common scams include:
- Spear phishing: Emails disguised as holiday bonuses or event invitations that steal credentials or spread malware.
- Malicious holiday E-Cards: Festive greetings that contain links deploying ransomware or spyware.
- Fake E-Commerce sites: Fraudulent websites offering discounts to steal payment information.
- Insider threats: Distracted or disgruntled employees mishandling or exploiting sensitive data.
- Corporate travel scams: Fake booking platforms targeting business travelers.
- Business email compromise (BEC): Fraudulent requests for urgent wire transfers during year-end financial rushes.
For more, read the full article here or watch the video on YouTube to see how these threats unfold and learn actionable prevention strategies.
About Heimdal:
Established in Copenhagen in 2014, Heimdal® empowers CISOs, security teams, and IT administrators to improve their security operations, reduce alert fatigue, and implement proactive measures through a unified command and control platform.
Heimdal’s award-winning cybersecurity solutions span the entire IT estate, addressing challenges from endpoint to network levels, including vulnerability management, privileged access, Zero Trust implementation, and ransomware prevention.
For further press information:
Madalina Popovici
Media Relations Manager
[email protected]
View original content:https://www.prnewswire.co.uk/news-releases/stay-cyber-safe-this-holiday-season-heimdals-checklist-for-business-security-302337465.html
Fintech PR
According to Tickmill survey, 3 in 10 Britons in economic difficulty: Purchasing power down 41% since 2004
The people who have the most problems are women (30%) and are between 35 and 49 years old (39%)
ROME, Dec. 20, 2024 /PRNewswire/ — The purchasing power in the UK has dropped by 41% over the last 20 years. Today, £100,000 left in a bank account since 2004 without being invested would now be worth £59,021.
This figure is one of the findings from a study conducted by Tickmill, an international online trading broker that compared the economic situation in the UK and the European Union through the infographic “Purchasing Power and Cost of Living: UK vs EU”.
The analysis reveals a slight decline of 0.4% in the UK’s purchasing power, which currently stands at £41,573. In contrast, the European Union has seen a modest rise of 0.1%, reaching £40,874.
Why is purchasing power declining in the UK? One key factor is the cost of living. If the UK were still part of the European Union, it would rank as the fifth most expensive country, behind Ireland, Luxembourg, Denmark, and the Netherlands.
Unsurprisingly, 3 in 10 Britons are struggling with the cost of living. Women (3 in 10, compared to 25% of men), those aged between 35 and 49 (4 in 10), households earning less than £15,000 (6 in 10), and single parents (1 in 2) are among the most affected groups.
Among UK nations, Northern Ireland is the hardest hit, with 34% of its population facing financial difficulties, followed by Wales (31%), England (28%), and Scotland (22%). In England, the North East has the highest percentage of people struggling, with 4 in 10 residents affected. Even in London, the high costs impact 1 in 4 adults.
In response to these challenges, Britons are making significant adjustments:
- 53% have cut back or delayed spending on smaller items like eating out, entertainment, subscriptions, clothing, toys, books, etc.;
- 52% have reduced household energy consumption;
- 48% have decreased their grocery spending;
- 41% have scaled back or postponed major expenditures, such as holidays, cars, and weddings;
- 26% are working longer hours, taking on overtime, or pursuing additional jobs to earn extra income.
The British also made changes on the financial side. One in four adults has been forced to dip into their savings or investments to cover daily expenses. Moreover, 44% have stopped saving or investing entirely or have reduced their savings and investments—a 4% increase compared to 2023.
The lack of investment is another critical factor contributing to the decline in purchasing power. It is estimated that 13 million UK residents hold £430 billion in cash deposits but do not invest. The reasons? Seventy-four percent say they cannot compare investment products effectively, and 43% are afraid of losing their money.
A lack of knowledge and fear are preventing many savers from taking advantage of an important opportunity: preserving or increasing their purchasing power in the long term.
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View original content to download multimedia:https://www.prnewswire.co.uk/news-releases/according-to-tickmill-survey-3-in-10-britons-in-economic-difficulty-purchasing-power-down-41-since-2004-302337354.html
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