Fintech PR
BGC Group, Inc. Announces Early Participation Results in Exchange Offers and Consent Solicitations and Extension of Early Participation Premium
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by BGC Partners, Inc., BGC Group’s wholly owned subsidiary (“BGC Partners”), had been validly tendered and not validly withdrawn in connection with BGC Group’s previously announced offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by BGC Group with the same respective interest rates and maturity dates (collectively,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 |
Percentage of Total |
|||||||||
|
3.750% Senior Notes due
|
05541T AM3 |
$248,420,000 |
82.81 %  |
|||||||||
|
4.375% Senior Notes due |
05541T AP6 U2100D AE3
|
$287,073,000 |
95.69 % |
|||||||||
|
8.000% Senior Notes due |
05541T AQ4 U2100D AF0 |
$344,647,000 |
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
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.
Media Contact:
Karen Laureano-Rikardsen
+1 212-829-4975
Investor Contact:
Jason Chryssicas
+1 212-610-2426
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Fintech PR
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
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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In the period, net revenue totaled R$ 8.5 billion and EBITDA was R$ 813 million
BARRETOS, Brazil, Nov. 6, 2024 /PRNewswire/ — Minerva Foods (Minerva S.A. – B3: BEEF3 | OTC – Nasdaq International: MRVSY), a multinational food company and one of the global leaders in beef production, committed to creating connections between people, food and nature, presents its financial results for the third quarter of 2024 (3Q24) to the market. The following financial and operational information is presented in BRGAAP, in Reais (R$), per International Financial Reporting Standards (IFRS).
Consolidated gross revenue in 3Q24 was R$ 9 billion, up by 11% on 2Q24, and up by 20% year on year, with exports representing 60% of the total. In the twelve months to September 2024, gross revenue totaled R$ 31.4 billion, up by 7% on the period from October 2022 to September 2023, with exports accounting for 62%, reinforcing our leadership in beef exports in South America with a market share of approximately 20%.
Net revenue was R$ 8.5 billion in 3Q24, a quarterly record, and up by 11% on the previous quarter and up by 20% year on year. In the twelve months to September 2024, consolidated net revenue totaled R$ 29.5 billion, up by 7% year on year.
EBITDA in the third quarter of 2024 was R$ 813 million, another quarterly record, with an EBITDA margin of 9.6%, up by 14% year on year and up by 9% on the previous quarter. In the twelve months up to September 2024, EBITDA was R$ 2.8 billion, up by 9% year on year, with an EBITDA margin of 9.5%.
Net profit was R$ 94.1 million in the third quarter of 2024, and R$ 23.2 million in the last 12 months.
Free Cash Flow in 3Q24, after Financial Expenses, Capex, and Working Capital, was R$ 667.3 million and R$ 1.4 billion in the year to date. In the twelve months up to September 2024, free cash flow totaled R$ 1.6 billion, with a free cash flow yield (annualized) of approximately 40% p.a.*. Since 2018, the Company has accumulated around R$ 8 billion in free cash generation.
Net leverage at the end of September, measured using the Net Debt/EBITDA indicator for the last 12 months and adjusted for R$ 1.5 billion related to the prepayment of the acquisition of the assets of Marfrig South America, ended the quarter at 2.6x.
At the end of October, the Company completed the acquisition process of Marfrig South America’s industrial and commercial establishments in Brazil, Argentina, and Chile, so increasing its operational units by 13 production plants and 1 distribution center, totaling 46 industrial units with a daily cattle slaughter capacity of 41,789 head/day and 25,716 sheep/day.
*based on the closing price BEEF3 on 09.30.2024
Sustainability
As part of its efforts to combat illegal deforestation, Minerva Foods now monitors 100% of its direct supplier farms in Uruguay, one year ahead of its Commitment to Sustainability goal.
About Minerva Foods
Minerva Foods is the largest exporter of beef in South America, and also operates in the processed segment, selling its products to more than 100 countries. In addition to Brazil, Minerva Foods operates in Paraguay, Argentina, Uruguay, and Colombia, and has specialized sheep plants in Australia and Chile, totaling more than 44,000 employees. The company serves five continents with beef, lamb, and their derivatives and currently operates 46 industrial units, 17 international offices, and 23 distribution centers.
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ABU DHABI, UAE, Nov. 6, 2024 /PRNewswire/ — ADGM, the host of the flagship financial event of the MEASA region, Abu Dhabi Finance Week (ADFW) announced ADQ – an Abu Dhabi-based investment and holding company as the “Headline Partner” for the 2024 and 2025 editions of ADFW.
This strategic partnership with ADQ underscores its dedication and commitment to the growth of Abu Dhabi’s financial sector, emphasising its role in driving innovation and market-leading services. As the “Headline Partner” for the next two editions, ADQ will be instrumental in curating the direction and agenda of ADFW, ensuring the event’s continued success and cementing its position as a leading economic and investment conference.
In addition, ADFW 2024 will be supported by more than 30 global, regional, and local entities. Main partners include the Abu Dhabi Department of Economic Development (ADDED) as the Economic Development Partner, Etihad Airways as the Official Airlines Partner, the Department of Culture and Tourism (DCT) as the Destination and Cultural Partner and Hub71 as the Tech Ecosystem Partner. The list also includes the following group of ‘Strategic Partners’ namely Mubadala, UBS, HSBC, ADCB, FAB, PGIM, and ADX alongside ADIO, ADIB, Circle, Etoro, Further Ventures, Realize, and Smartenergy as ‘Official Partners‘ of ADFW.
Commenting on ADFW and ADQ’s strategic collaboration, Salem Al Darei, CEO of ADGM Authority said, “We are pleased to announce this significant partnership with ADQ as our Headline Partner for the upcoming two editions of ADFW. This partnership solidifies our shared vision for Abu Dhabi’s financial sector and strengthens ADGM and ADQ’s collaboration to deliver an even more impactful event. On this occasion, we would also like to sincerely thank our Strategic and Official Partners for their invaluable support in making ADFW 2024 a truly global platform. We look forward to working closely with all our partners to further enhance Abu Dhabi’s position as a global financial hub.”
Hamad Abdulla Al Hammadi, Deputy Group Chief Executive Officer at ADQ said, “ADQ’s strategic partnership for the 2024 and 2025 editions of ADFW underscores our commitment to fostering a robust financial ecosystem that supports the long-term growth of a competitive, diversified and sustainable economy. Through this partnership, we aim to promote thought leadership and foster industry-wide collaboration, advancing conversations that unlock new investment opportunities across various fields while reinforcing Abu Dhabi’s value proposition, characterised by access to global markets and talent, and supported by an enabling regulatory framework.”
This year, ADFW is set to run from 9th to 12th December 2024 and will focus on the various elements that solidify Abu Dhabi’s position as the ‘Capital of Capital, hosting important sessions that address major developments at the intersection of finance, technology and investment. ADFW 2024 is set to feature around 400 international speakers, including CEOs and Chairs from 50 leading global financial institutions.
For more information, visit: www.adfw.com
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View original content:https://www.prnewswire.co.uk/news-releases/adq-announced-as-the-headline-partner-for-abu-dhabi-finance-week-302297760.html
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