M&A - BGC Group, Inc.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025045119

Filing Summary: On May 16, 2025, Howard W. Lutnick agreed to sell 16,452,850 shares of Class A Common Stock to BGC Group, Inc. This includes direct holdings and shares held in various trusts. The sale price is set at $9.2082 per share, based on the 3-day volume weighted average price of the stock. The transaction is part of compliance with U.S. government ethics rules due to Lutnick’s appointment as the U.S. Secretary of Commerce. Additionally, Lutnick is selling 8,973,721 shares of Class B Common Stock to CFLP, which represents about 6% of total voting power of the company. Another significant transaction involves selling all voting shares of CFGM, which controls about 66% of the total voting power of the company, to trusts controlled by Brandon G. Lutnick, ensuring that Howard W. Lutnick relinquishes his voting power. These transactions are subject to customary closing conditions and will officially close on May 19, 2025. The company has also issued a press release detailing these transactions, confirming the strategic moves made to align with regulatory expectations.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025045129

Filing Summary: This Schedule 13D/A is an amendment to the original 13D filed on April 1, 2008, and details the transactions involving Howard W. Lutnick, former CEO of BGC Group, Inc. on May 16, 2025. Mr. Lutnick agreed to sell 16,452,850 shares of Class A Common Stock to BGC Group at a price of $9.2082 per share. The sale is part of his divestment to comply with U.S. government ethics rules after being appointed as U.S. Secretary of Commerce. Additional transactions include the sale of 8,973,721 shares of Class B Common Stock to Cantor Fitzgerald, L.P. (CFLP), and various interests to trusts controlled by Brandon G. Lutnick. These transactions represent a significant shift in ownership and control within the company, particularly with regard to the voting power associated with the shares of common stock.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025026774

Filing Summary: On April 1, 2025, BGC Group, Inc. announced the completion of its acquisition of OTC Global Holdings, LP, a global energy, commodities, and shipping brokerage firm. The acquisition was executed as a cash transaction totaling $325 million, with the deal subject to limited post-closing adjustments. A press release detailing the acquisition was attached as Exhibit 99.1 to the 8-K filing. The document also includes forward-looking statements about the anticipated benefits and impact of the acquisition on BGC's business, emphasizing the uncertainties associated with these projections.