Transactions by BGC PARTNERS INC-CL A (BGCP) in the last 6 months

The Nasdaq OMX Group, Inc. (NasdaqGS:NDAQ) entered into an agreement to acquire e-speed platform from BGC Partners, Inc. (NasdaqGS:BGCP) for $1.2 billion in cash and earn out stock on April 1, 2013. Under the terms of the acquisition, Nasdaq OMX will pay a purchase price of $750 million in cash plus certain earn-out issuances of Nasdaq OMX stock over 15 years that approximate certain tax benefits to Nasdaq OMX associated with the transaction, equivalent to about 15 million ... common shares. Should certain acceleration events occur, including NASDAQ OMX undergoing a change of control, whatever remains of the earn-out will be paid immediately at that time. Under the terms of the purchase agreement, BGC will sell to NASDAQ OMX certain assets, including the e-speed brand name and various contracts comprising the fully electronic portion of BGC’s benchmark, on-the-run, U.S. Treasury brokerage, market data and co-location service businesses. BGC is selling only it’s on-the-run, benchmark 2-, 3-, 5-, 7-, 10-, and 30-year fully electronic trading platform for U.S. Treasury Notes and Bonds. Upon completion of the transaction, the e-speed platform will be a part of the Nasdaq OMX Transaction Services business. Committed bridge financing is in place and The Nasdaq OMX expects to fund the cash purchase price with cash on hand, long-term debt markets and/or the issuance of securities. e-speed platform generated just under $100 million in revenues in 2012. The agreement also includes the employment by NASDAQ OMX of certain members of BGC staff and BGC’s Rochelle Park data center. The eSpeed platform will be overseen by Eric Noll, head of U.S. and U.K. transaction services for Nasdaq. The deal is subject to receipt of regulatory approvals and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and is expected to close in mid- 2013. The transaction is expected to be accretive to earnings within the first twelve months after closing, excluding transaction-related costs, and to generate attractive returns on capital to Nasdaq OMX. The one-time gain related to the $750 million payment is expected to be accretive to BGC’s GAAP earnings per share upon closing, but will not be included in BGC's results for distributable earnings. On May 13, 2013, BGC received notice of regulatory approval with respect to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close before the end of the third quarter of 2013. As reported on June 4, 2013, The Nasdaq OMX Group plans to commence a public offering and use of proceeds will be used to finance this transaction. Jason Gurandiano, Jon Ohrn, Jim Stynes and Jacques Raphael of Deutsche Bank AG acted as financial advisors and Stephen Arcano and Jeffrey Brill, Stuart Finkelstein, Sarah M. Ward, Yossi Vebman and Phyllis Korff of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors to The Nasdaq OMX. David K. Lam, David A. Schwartz, Jeremy L. Goldstein and Joshua M. Holmes of Wachtell, Lipton, Rosen & Katz acted as legal advisors and Cantor Fitzgerald & Co. acted as financial advisor to BGC. David Wales of Jones Day acted as legal advisor to The Nasdaq OMX Group, Inc.
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