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Stock Transactions and Unit Redemptions
3 Months Ended
Mar. 31, 2018
Equity [Abstract]  
Stock Transactions and Unit Redemptions

6.

Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the three months ended March 31, 2018 and 2017 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Shares outstanding at beginning of period

 

 

256,968,372

 

 

 

244,869,624

 

Share issuances:

 

 

 

 

 

 

 

 

Issuance of Class A common stock for general corporate

   purposes

 

 

17,923,714

 

 

 

 

Exchanges of limited partnership interests1

 

 

2,787,190

 

 

 

3,410,672

 

Compensation awards

 

 

979,344

 

 

 

 

Acquisition related issuances

 

 

317,096

 

 

 

373,078

 

Vesting of restricted stock units (RSUs)

 

 

280,884

 

 

 

356,389

 

Other issuances of Class A common stock

 

 

22,644

 

 

 

9,942

 

Treasury stock repurchases

 

 

 

 

 

(552,955

)

Shares outstanding at end of period

 

 

279,279,244

 

 

 

248,466,750

 

 

1

Because they are included in the Company’s fully diluted share count, if dilutive, any exchange of limited partnership interests into Class A common shares would not impact the fully diluted number of shares and units outstanding.

Class B Common Stock

The Company did not issue any shares of Class B common stock during the three months ended March 31, 2018 and 2017. As of March 31, 2018 and 2017, there were 34,848,107 shares of the Company’s Class B common stock outstanding.

Controlled Equity Offering

       On April 12, 2017, the Company entered into a controlled equity offering (“CEO”) sales agreement with CF&Co (“April 2017 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under this CEO sales agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of the Company. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of March 31, 2018, the Company has sold all 20,000,000 shares of Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into a new CEO sales agreement with CF&Co (“March 2018 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of Class A common stock. Proceeds from shares of the Company’s Class A common stock sold under this CEO sales agreement, are used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. As of March 31, 2018, the Company has sold 2,653,971 shares of Class A common stock, (or $37.1 million), under the March 2018 Sales Agreement. For additional information, see Note 17—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On February 7, 2017, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $300 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of March 31, 2018, the Company had approximately $172.2 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The table below represents unit redemption and share repurchase activity for the three months ended March 31, 2018:

 

Period

 

Total Number

of Units

Redeemed

or Shares

Repurchased

 

 

Average Price

Paid per Unit

or Share

 

 

Approximate

Dollar Value

of Units and

Shares That May

Yet Be Redeemed/

Purchased

Under the Plan

 

Redemptions1

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2018—March 31, 2018

 

 

1,723,654

 

 

$

14.34

 

 

 

 

 

Repurchases2

 

 

 

 

$

 

 

 

 

 

Total Redemptions and Repurchases

 

 

1,723,654

 

 

$

14.34

 

 

$

172,167,800

 

 

1

During the three months ended March 31, 2018, the Company redeemed approximately 1.7 million limited partnership units at an aggregate redemption price of approximately $24.6 million for an average price of $14.34 per unit and approximately 5 thousand FPUs at an aggregate redemption price of approximately $74 thousand for an average price of $13.67 per unit. During the three months ended March 31, 2017, the Company redeemed approximately 2.9 million limited partnership units at an aggregate redemption price of approximately $31.6 million for an average price of $10.85 per unit and approximately 15.7 thousand FPUs at an aggregate redemption price of approximately $0.2 million for an average price of $10.73 per unit.

2

The Company did not repurchase any of its Class A common stock during the three months ended March 31, 2018. During the three months ended March 31, 2017, the Company repurchased approximately 0.6 million shares of its Class A common stock at an aggregate purchase price of approximately $6.1 million for an average price of $11.07 per share.

 

The table above represents the gross unit redemptions during the three months ended March 31, 2018. Substantially all of the 1.7 million units above were redeemed using cash from the Company’s CEO program, and therefore did not impact the fully diluted number of shares and units outstanding.

Redeemable Partnership Interest

The changes in the carrying amount of redeemable partnership interest for the three months ended March 31, 2018 and 2017 were as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

46,415

 

 

$

52,577

 

Consolidated net income allocated to FPUs

 

 

1,009

 

 

 

1,054

 

Earnings distributions

 

 

 

 

 

(1,434

)

FPUs exchanged

 

 

 

 

 

(303

)

FPUs redeemed

 

 

(21

)

 

 

(59

)

Other

 

 

102

 

 

 

(2

)

Balance at end of period

 

$

47,505

 

 

$

51,833