UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On December 6, 2024, BGC Group, Inc. (“BGC” or the “Company”) entered into the First Amendment (“First Amendment”), which amends that certain Second Amended and Restated Credit Agreement dated as of April 26, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative Agent, pursuant to which the Lenders provided the Company with an increase to the Aggregate Revolving Commitments, resulting in total Aggregate Revolving Commitments equal to $700,000,000 (the “Revolving Credit Facility”). The Existing Agreement as amended by the First Amendment shall be referred to as the “Credit Agreement”. Terms used herein without definition have the meanings provided in the Credit Agreement. The borrowing rates and financial covenants under the Existing Credit Agreement have not been changed by the First Amendment.
The Company expects to use funds borrowed under the Credit Agreement for general corporate purposes.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the actual terms of the First Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Discussion of Forward-Looking Statements about BGC
Statements in this document regarding BGC 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 about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC 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’s Securities and Exchange Commission 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1. | First Amendment to Second Amended and Restated Credit Agreement, dated as of December 6, 2024, by and among BGC Group, Inc., as the Borrower, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| BGC Group, Inc. | ||
| Date: December 6, 2024 | By: | /s/ Howard W. Lutnick |
| Name: | Howard W. Lutnick | |
| Title: | Chairman of the Board and Chief Executive Officer | |
[Signature Page to Form 8-K, dated December 6, 2024, regarding BGC Group, Inc.’s First Amendment to Second A&R Credit Agreement]
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