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Published on 7/26/2011 in the Prospect News Convertibles Daily.

New Issue: BGC Partners prices upsized $135 million five-year convertibles at 4.5%, up 20%

By Rebecca Melvin

New York, July 26 - BGC Partners Inc. priced an upsized $135 million of five-year convertible senior notes at par after the market close on Monday to yield 4.5% with an initial conversion premium of 20%, according to a news release.

There is a $25 million greenshoe.

The deal was initially expected to be a $125 million base with an $18.75 million greenshoe.

The deal came at the midpoint of talk, which was 4.25% to 4.75% for the coupon and 17.5% to 22.5% for the initial conversion premium.

The Rule 144A deal was sold via joint bookrunners Bank of America Merrill Lynch, CantorFitzgerald & Co. and Deutsche Bank Securities LLC.

The notes are non-callable with no puts. The notes do not have contingent conversion. Upon conversion, the bonds can be settled in stock, cash or a combination. They have change-of-control protection and full dividend protection via a conversion rate adjustment for dividends above $0.17 per quarter.

In connection with the offering, the company entered into capped call transactions with one or more of the initial purchasers, which have a strike that boosts the effective initial conversion premium from the issuer's perspective to 50%.

Proceeds are intended for general corporate purposes, which may include financing acquisitions.

New York-based BGC is an inter-dealer broker specializing in over-the-counter and related derivative products.

Issuer:BGC Partners Inc.
Issue:Convertible senior notes
Amount:$135 million, upsized from $125 million
Greenshoe:$25 million, upsized from $18.75 million
Maturity:July 15, 2016
Bookrunners:Bank of America Merrill Lynch, CantorFitzgerald & Co., Deutsche Bank Securities LLC
Coupon:4.5%
Price:Par
Yield:4.5%
Conversion premium:20%
Conversion price:$9.84
Conversion ratio:101.6260
Calls:Non-callable
Puts:No puts
Price talk:4.25%-4.75%, up 17.5%-22.5%
Pricing date:July 25, after the close
Settlement date:July 29
Distribution:Rule 144A
Stock symbol:Nasdaq: BGCP
Stock price:$8.20 at close July 25
Market capitalization:$1 billion

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