BGC PARTNERS Item 1.01. Entry into a Material Definitive Agreement.
Corporate Conversion Agreement
On
Under the existing structure, the Company and
When the reorganization is completed, the limited partners of
The reorganization is being effected pursuant to the terms of the Corporate
Conversion Agreement by and among the Company,
The Corporate Conversion Agreement provides that, on the terms and subject to the conditions set forth in the Corporate Conversion Agreement:
• BGC Holdings will effectively reorganize from a Delaware limited
partnership into a Delaware limited liability company through the
merger of BGC Holdings with and into Holdings Merger Sub (the
"Holdings Reorganization Merger"), with Holdings Merger Sub surviving
the Holdings Reorganization Merger. In the Holdings Reorganization
Merger, each unit of BGC Holdings outstanding as of immediately prior
to the Holdings Reorganization Merger will be converted into a
substantially equivalent equity interest in Holdings Merger Sub.
• Thereafter, Merger Sub 1 will merge with and into the Company (the
"Corporate Merger"), with the Company surviving the Corporate Merger
as a wholly owned subsidiary of BGC Group . In the Corporate Merger,
each share of BGC Class A Common Stock and each share of BGC Class B
Common Stock outstanding at the effective time of the Corporate Merger
will be converted into one share of Class A common stock, par value
$0.01 per share, of BGC Group and one share of Class B common stock,
par value $0.01 per share, of BGC Group , respectively.
• Concurrently with the Corporate Merger, Merger Sub 2 will merge with
and into Holdings Merger Sub (the "Holdings Merger," and together with
the Holdings Reorganization Merger and the Corporate Merger, the
"Mergers"), with Holdings Merger Sub surviving as a wholly owned
subsidiary of BGC Group . In the Holdings Merger:
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• each exchangeable share of Holdings Merger Sub (which was issued
in respect of each exchangeable limited partnership unit of BGC
Holdings in the Holdings Reorganization Merger) that is held by
Cantor or its subsidiaries and is outstanding at the effective
time of the Holdings Merger will be converted into one share of
BGC Group Class B common stock, subject to the terms and
conditions of the Corporate Conversion Agreement, provided that a
portion of the shares of BGC Group Class B common stock issued to
Cantor will exchange into BGC Group Class A common stock in the
event that BGC Group does not issue at least $75,000,000 in BGC
Group common stock in connection with certain acquisition
transactions prior to the seventh anniversary of the closing of
the Holdings Merger;
• each exchangeable share of Holdings Merger Sub (which was issued
in respect of each exchangeable limited partnership unit of BGC
Holdings in the Holdings Reorganization Merger) that is not held
by Cantor or any of its subsidiaries and is outstanding at the
effective time of the Holdings Merger will be converted into one
. . .
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
The information set forth above in Item 1.01 of this Current Report on Form 8-K with respect to securities held by the executive officers of the Company is incorporated by reference herein.
Item 8.01. Other Events.
On
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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