8-K
BGC Group, Inc. (BGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 1, 2025
BGC Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35591 | 86-3748217 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
499 Park Avenue, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number,
including area code: (212) 610-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.01 par value | BGC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01. Regulation FD Disclosure.
On April 1, 2025, BGC Group, Inc. (“BGC,” the “Registrant” or the “Company”) issued a press release announcing that it has closed the acquisition (the “Acquisition”) of OTC Global Holdings, LP, a global energy, commodities and shipping brokerage company, in a substantially all cash transaction for total consideration of $325 million, subject to limited post-closing adjustments.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Discussion of Forward-Looking Statements AboutBGC
Statements in this report and the attached press release 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, as well as about the potential benefits of the Acquisition and the anticipated effect of the Acquisition on BGC’s business, 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.
1
EXHIBIT INDEX
| Exhibit <br><br>Number | Description |
|---|---|
| 99.1 | BGC Group, Inc. press release dated April 1, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: April 1, 2025 | By: | /s/ Sean A. Windeatt |
| Name: | Sean A. Windeatt | |
| Title: | Co-Chief Executive Officer |
[Signature Page to Form 8-K regarding closing of OTC acquisition dated April 1, 2025]
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Exhibit 99.1
BGC Group completes acquisition of OTC Global Holdings
Acquisition expected to be immediately accretive and generate significantvalue for clients and shareholders
NEW YORK – April 1, 2025 – BGC Group, Inc. (Nasdaq: BGC), a leading global brokerage and financial technology company, announced today it completed its previously announced acquisition of OTC Global Holdings, LP (“OTC”), one of the world’s fastest growing energy and commodities brokerage firms, for $325 million in a substantially all-cash transaction.
With the integration of OTC’s highly complementary product suite, BGC is poised to deliver even greater value to its clients and stakeholders as the leading global energy, commodities and shipping (“ECS”) brokerage firm.
“The completion of this acquisition marks a transformative step for BGC, that firmly establishes our company as the world’s premier energy, commodities, and shipping broker,” said SeanWindeatt, Co-CEO of BGC Group. “By leveraging our combined expertise, talent, and resources across BGC’s global platform, we are set to redefine the global ECS landscape and deliver substantial value to our clients and shareholders. We look forward to working with our new OTC colleagues and building on our shared successes.”
“Joining BGC, renowned for its long track record of growth and innovation, was a strategic and natural progression for us,” said Joe Kelly, CEO of OTC Global Holdings. “We are incredibly proud of the world-class organization we built at OTC, and I look forward to continuing to drive growth in the industry, enhancing our service offerings and delivering unparalleled value to our clients alongside our new BGC colleagues.”
The success of BGC’s ECS business has been driven by the instrumental efforts of its new Co-CEOs, John Abularrage, JP Aubin, and Sean Windeatt. Combined with the recent acquisition of Sage Energy, this milestone marks a significant step in the company’s growth strategy, firmly establishing ECS as BGC’s largest asset class.
Transaction Details and Financial Impact:
Under the terms of the agreement, BGC acquired 100% of the equity in OTC and its subsidiaries, for $325 million, subject to limited post-closing adjustments, in a substantially all-cash transaction.
OTC generated revenues of over $400 million for the full year 2024, representing an acquisition multiple of less than 0.8 times revenue. BGC expects the acquisition of OTC to be immediately accretive.
BGC’s first quarter 2025 outlook issued on February 14, 2025, and its updated outlook issued on March 26, 2025, did not include OTC financial results, as the transaction was completed following the end of the first quarter 2025.
Jefferies, LLC served as the exclusive financial advisor to OTC Global Holdings, LP.
About BGC Group, Inc.
BGC Group, Inc. (Nasdaq: BGC) is a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, equities, and now includes the FMX Futures Exchange. BGC’s clients are many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.
BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which includes a U.S. interest rate futures exchange, spot foreign exchange platform and the world’s fastest growing U.S. cash treasuries platform.
For more information about BGC, please visit www.bgcg.com.
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 the Company’s business, results, financial position, liquidity and outlook, as well as about the acquisition of OTC (the “Acquisition”) and the anticipated effect of the Acquisition on BGC’s business, 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 (“SEC”) 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.
MEDIA CONTACT:
Erica Chase
+1 212-610-2419
erica.chase@bgcg.com
INVESTOR CONTACT:
Jason Chryssicas
+1 212-610-2426