BGC Partners Announces Offering of $125 Million of Convertible Senior Notes

BGC Partners, Inc. BGCP today announced its intention to commence an offering, subject to market conditions and other factors, of $125 million aggregate principal amount of convertible senior notes. The notes will be due in 2016 and are to be offered and sold solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The interest rate, conversion rate and other terms will be determined by negotiations between the Company and the initial purchasers of the notes. BGC expects to grant the initial purchasers of the notes the right to purchase up to an additional $18.75 million aggregate principal amount of notes to cover overallotments. In connection with the offering, the Company expects to enter into capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates. The capped call transactions are expected generally to reduce the potential dilution of the Company's Class A common stock upon any conversion of notes in the event that the market value per share of the Company's Class A common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions (which corresponds to the initial conversion price of the notes and is subject to certain adjustments similar to those contained in the notes). If the initial purchasers exercise their overallotment option to purchase additional notes, the Company may enter into additional capped call transactions.