| SEC

S-4 Form - Registration of securities, business combinations - BGC Partners, Inc. (0001094831) (Filer)

S-41d814764ds4.htmS-4S-4
Table of Contents

As filed with the Securities and Exchange Commission on October 11, 2019

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THESECURITIES ACT OF 1933

 

 

BGC PARTNERS, INC.

(Exactname of Registrant as specified in its charter)

 

 

 

Delaware 6200 13-4063515

(State or other jurisdiction of

incorporation)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

499 Park Avenue

New York, New York 10022

(212) 610-2200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Stephen M. Merkel

Executive Vice President and General Counsel

BGC Partners, Inc.

499Park Avenue

New York, New York 10022

(212) 610-2200

Fax:(212) 829-4708

(Name and address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

HowardKenny

Christopher T. Jensen

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York,New York 10178

(212) 309-6000

Fax: (212) 309-6001

 

 

Approximatedate of commencement of proposed offer of securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliancewith General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for anoffering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under theSecurities Exchange Act of 1934:

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered

 

Proposed

Maximum

OfferingPrice

Per Note(1)

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration Fee

3.750% Senior Notes due 2024

 $300,000,000 100% $300,000,000 $38,940

 

 

 

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under theSecurities Act of 1933, as amended.

 

 

The registranthereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

 

The informationin this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offerto sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated October 11, 2019

PROSPECTUS

 

LOGO

Offer to Exchange

$300,000,000 aggregate principal amount of 3.750% Senior Notes due 2024

For

$300,000,000aggregate principal amount of 3.750% Senior Notes due 2024

registered under the Securities Act of 1933, as amended

 

 

We are offering to exchange all of our outstanding 3.750% Senior Notes due 2024 that were issued in a transaction not requiring registrationunder the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” on September 27, 2019, and which we refer to as the “old notes,” for an equal aggregate principal amount of our new 3.750% Senior Notes due2024 that have been registered with the Securities and Exchange Commission, which we refer to as the “SEC,” under the Securities Act. We refer to the new notes as the “exchange notes.” We refer to the old notes and the exchangenotes collectively as the “notes.”

If you participate in the exchange offer, you will receive exchange notes for your old notesthat are validly tendered. The terms of the exchange notes are substantially identical to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes will not apply to the exchange notes, and theexchange notes will not provide for the payment of additional interest in the event of a registration default. In addition, the exchange notes will bear a different CUSIP number than the old notes.

MATERIAL TERMS OF THE EXCHANGE OFFER

The exchange offer expires at 5:00 p.m., New York City time, on                    , 2019, unless extended.

We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for exchange notes.

You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

The only conditions to completing the exchange offer are that the exchange offer not violate any applicable law or applicable interpretationof the staff of the SEC and no injunction, order or decree has been or is issued that would prohibit, prevent or materially impair our ability to complete the exchange offer.

We will not receive any cash proceeds from the exchange offer.

There is no active trading market for the old notes, and we do not intend to list the exchange notes on any securities exchange or to seekapproval for quotations through any automated quotation system.

 

 

Investing inthe exchange notes involves risks. See “Risk Factors” beginning on page 9 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the exchange notes or passed upon the adequacy oraccuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2019


Table of Contents

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

   1 

RISK FACTORS

   9 

WHERE YOU CAN FIND MORE INFORMATION

   13 

DOCUMENTS INCORPORATED BY REFERENCE

   13 

THE EXCHANGE OFFER

   15 

USE OF PROCEEDS

   22 

DESCRIPTION OF EXCHANGE NOTES

   23 

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

   35 

PLAN OF DISTRIBUTION

   36 

LEGAL MATTERS

   37 

EXPERTS

   37 

ANNEX A—FORM OF LETTER OF TRANSMITTAL

   A-1 

This prospectus incorporates important business and financial information about us that is not included in ordelivered with the document. This information is available without charge to security holders upon written or oral request at:

InvestorRelations

BGC Partners, Inc.

499 Park Avenue

New York, New York10022

(212) 610-2426

To obtain timely delivery, you must request information no later than five business days prior to the expiration of the exchange offer, whichexpiration is 5:00 p.m., New York City time, on                     , 2019.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone toprovide you with different information. We are not making an offer of the exchange notes in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus isaccurate as of any date other than the date on the front of this prospectus.

Each broker-dealer that receives exchange notes forits own account in the exchange offer for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection withany resale or other transfer of the exchange notes received in the exchange offer. The accompanying letter of transmittal relating to the exchange offer states that, by so acknowledging and delivering a prospectus, such broker-dealer will not bedeemed to admit that it is an “underwriter” of the exchange notes within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection withresales or other transfers of exchange notes received in the exchange offer for old notes that were acquired by the broker-dealer as a result of market-making or other trading activities.

 

-i-


Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain allof the information that is important to you, and it is qualified in its entirety by the more detailed information and financial statements, including the notes to those financial statements, appearing elsewhere or incorporated by reference in thisprospectus. Please see the sections titled “Where You Can Find More Information” and “Documents Incorporated by Reference.” Before making an investment decision, we encourage you to consider the information contained in andincorporated by reference in this prospectus, including the risks discussed under the heading “Risk Factors” beginning on page 9 of this prospectus, as well as the “Risk Factors” section of our latest Annual Report on Form10-K filed with the SEC, and any updates to those risk factors contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which we incorporate by reference herein.

When we use the words “BGC Partners,” “BGC,” “we,” “us,” “our” or the“Company,” we are referring to BGC Partners, Inc. and its consolidated subsidiaries.

BGC, BGC Partners, BGC Trader, GFI,CreditMatch, Fenics, Fenics.com, Sunrise Brokers, Besso, Ed, Poten & Partners, R.P. Martin, kACE2, EMBonds, Capitalab, Swaptioniser, CBID and Lucera are trademarks/service marks, and/orregistered trademarks/service marks of BGC Partners, Inc. and/or its affiliates.

The Company

We are a leading global brokerage and financial technology company servicing the global financial markets. Our Class A common stock istraded on the NASDAQ Global Select Market under the symbol “BGCP.”

Through brands including BGC®, GFI®, Sunrise,Besso, Ed Broking, Poten & Partners and R.P. Martin, among others, our businesses specialize in the brokerage of a broadrange of products, including fixed income (rates and credit), foreign exchange, equities, energy and commodities, insurance, and futures. Our businesses also provide a wide variety of services, including trade execution, broker-dealer services,clearing, trade compression, post-trade, information, and other back-office services to a broad assortment of financial and non-financial institutions. Our integrated platform is designed to provideflexibility to customers with regards to price discovery, execution and processing of transactions, and enables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC orthrough an exchange. Through our electronic brands, including Fenics®, BGC Trader, CreditMatch, Fenics Market Data™, BGC Market Data, kACE2, EMBonds, Capitalab®, Swaptioniser, CBID and Lucera®, we offer Fully Electronic brokerage, financial technology solutions, market data, post-trade services andanalytics related to financial instruments and markets.

Our customers include many of the world’s largest banks, broker-dealers,investment banks, trading firms, hedge funds, governments, corporations, and investment firms. We have dozens of offices globally in major markets, including New York and London, as well as in Bahrain, Beijing, Bogotá, Brisbane, Buenos Aires,Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Moscow, Nyon, Paris, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo,and Toronto.



 

1


Table of Contents

Executive Offices

Our executive offices are located at 499 Park Avenue, New York, New York 10022, while our international headquarters is located at 1 ChurchillPlace, Canary Wharf, London E14 5RD, United Kingdom. Our telephone number is (212) 610-2200. Our website is located at www.bgcpartners.com, and our e-mail address is info@bgcpartners.com. The information contained on, or that may beaccessed through, our website is not part of, and is not incorporated into, this prospectus (except for SEC filings expressly incorporated herein).



 

2


Table of Contents

Summary of the Terms of the Exchange Offer

The following summary contains basic information about the exchange offer. It does not contain all the information that may be important toyou. For a more complete description of the exchange offer, you should read the discussion under the heading “The Exchange Offer.”

 

Exchange Notes

$300,000,000 aggregate principal amount of 3.750% Senior Notes due 2024. The terms of the exchange notes are substantially identical to those of the old notes, except that the transfer restrictions and registration rights relating to the oldnotes will not apply to the exchange notes, and the exchange notes will not provide for the payment of additional interest in the event of a registration default. In addition, the exchange notes will bear a different CUSIP number than the old notes.See “Description of Exchange Notes.”

 

Old Notes

$300,000,000 aggregate principal amount of 3.750% Senior Notes due 2024, which were issued in a private placement on September 27, 2019.

 

The Exchange Offer

In the exchange offer, we will exchange old notes for a like principal amount of the exchange notes.

 

 In order to be exchanged, an outstanding old note must be validly tendered and accepted. We will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on            , 2019. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in denominations of $2,000 and integralmultiples of $1,000.

 

 We will issue exchange notes promptly after the expiration of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer.”

 

Registration Rights Agreement

In connection with the private placement of the old notes, we entered into a registration rights agreement with Goldman Sachs & Co., LLC, Cantor Fitzgerald & Co., Citigroup Global Markets Inc. and PNC Capital Markets LLC, asrepresentatives of the several initial purchasers. Under the registration rights agreement, you are entitled to exchange your old notes for exchange notes with substantially identical terms. This exchange offer is intended to satisfy these rights.After the exchange offer is completed, except as set forth in the next paragraph, you will no longer be entitled to any exchange or registration rights with respect to your old notes.

 

 The registration rights agreement requires us to file a registration statement for a continuous shelf offering in accordance with Rule 415 under the Securities Act for your benefit if you would not receive freelytradable exchange notes in the exchange offer or you are ineligible to participate in the exchange offer, provided that you indicate that you wish to have your old notes registered for resale under the Securities Act.


 

3


Table of Contents

Resales of Exchange Notes

We believe that the exchange notes received in the exchange offer may be resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act (subject to the limitationsdescribed below). This, however, is based on your representations to us that:

 

 (1)

you are acquiring the exchange notes in the ordinary course of your business;

 

 (2)

you are not engaging in and do not intend to engage in a distribution of the exchange notes;

 

 (3)

you do not have an arrangement or understanding with any person or entity to participate in the distribution ofthe exchange notes;

 

 (4)

you are not our “affiliate,” as that term is defined in Rule 405 under the Securities Act;

 

 (5)

you are not a broker-dealer tendering old notes acquired directly from us for your own account; and

 

 (6)

you are not acting on behalf of any person that could not truthfully make these representations.

 

 Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, including Exxon Capital Holdings Corp., SEC no-action letter (April 13,1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993). We have not asked the staff for a no-action letter in connection with the exchangeoffer, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer.

 

 If you cannot make the representations described above:

 

  

you cannot rely on the applicable interpretations of the staff of the SEC;

 

  

you may not participate in the exchange offer; and

 

  

you must, in the absence of an exemption therefrom, comply with the registration and prospectus deliveryrequirements of the Securities Act in connection with any resale or other transfer of your old notes.

 

 Each broker-dealer that receives exchange notes for its own account in the exchange offer for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will complywith the prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes received in the exchange offer. See “Plan of Distribution.”


 

4


Table of Contents

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2019, unless we decide to extend the exchange offer. We do not currently intendto extend the exchange offer, although we reserve the right to do so.

 

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, including that it not violate any applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of oldnotes being tendered for exchange. See “The Exchange Offer—Conditions.”

 

Procedures for Tendering Old Notes

The old notes are represented by global securities in fully registered form without coupons. Beneficial interests in the old notes are held by direct or indirect participants in The Depository Trust Company, which we refer to as “DTC,”through certificateless depositary interests and are shown on, and transfers of the old notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.

 

 

 Accordingly, if you wish to exchange your old notes for exchange notes pursuant to the exchange offer, you must transmit to Wells Fargo Bank, National Association, our exchange agent, prior to the expiration of theexchange offer, a computer-generated message transmitted through DTC’s Automated Tender Offer Program, which we refer to as “ATOP,” system and received by the exchange agent and forming a part of a confirmation of book-entry transferin which you acknowledge and agree to be bound by the terms of the letter of transmittal included as Annex A to this prospectus, which we refer to as the “letter of transmittal.”

 

 See “The Exchange Offer—Procedures for Tendering Old Notes.”

 

Procedures for Beneficial Owners

If you are the beneficial owner of old notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your old notes in the exchange offer, you should promptly contact the person inwhose name your old notes are held and instruct that person to tender on your behalf. See “The Exchange Offer—Procedures for Tendering Old Notes.”

 

Acceptance of Old Notes and Delivery of Exchange Notes

Except under the circumstances summarized above under “—Conditions to the Exchange Offer,” we will accept for exchange any and all old notes that are validly tendered (and not withdrawn) in the exchange offer prior to 5:00 p.m.,New York City time, on the expiration date of the exchange offer. The exchange notes to be issued to you in the exchange offer will be delivered by credit to the accounts at DTC of the applicable DTC participants promptly following completion of theexchange offer. See “The Exchange Offer—Terms of the Exchange Offer.”


 

5


Table of Contents

Withdrawal Rights; Non-Acceptance

You may withdraw any tender of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer by following the procedures described in this prospectus and the letter of transmittal. Any old notesthat have been tendered for exchange but are withdrawn or otherwise not exchanged for any reason will be returned by credit to the accounts at DTC of the applicable DTC participants, without cost to you, promptly after withdrawal of such old notesor expiration or termination of the exchange offer, as the case may be. See “The Exchange Offer—Withdrawal Rights.”

 

No Appraisal or Dissenters’ Rights

Holders of the old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

 

Exchange Agent

Wells Fargo Bank, National Association, the trustee under the indenture governing the notes, is serving as the exchange agent in connection with the exchange offer.

 

Consequences of Failure to Exchange

If you do not participate or validly tender your old notes in the exchange offer:

 

  

you will retain old notes that are not registered under the Securities Act and that will continue to be subjectto restrictions on transfer that are described in the legend on the old notes;

 

  

you will not be able, except in very limited instances, to require us to register your old notes under theSecurities Act;

 

  

you will not be able to resell or transfer your old notes unless they are registered under the Securities Act orunless you resell or transfer them pursuant to an exemption from registration under the Securities Act; and

 

  

the trading market for your old notes will become more limited to the extent that other holders of old notesparticipate in the exchange offer.

 

Material United States Federal Income Tax Considerations

Your exchange of old notes for exchange notes in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations.”


 

6


Table of Contents

Summary of the Terms of the Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms described below are subject to importantlimitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms of the exchange notes. For purposes of this portion of the Summary, references to the“Company,” “we,” “our” and “us” refer only to BGC Partners, Inc., and not to its subsidiaries.

 

Issuer

BGC Partners, Inc.

 

Notes Offered

$300,000,000 aggregate principal amount of 3.750% Senior Notes due 2024.

 

Maturity Date

October 1, 2024

 

Ranking

The exchange notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured debt and senior in right of payment to our debt that is expressly subordinated to theexchange notes, if any. The exchange notes will rank effectively junior to our secured debt to the extent of the value of the assets securing such debt. The exchange notes will also be structurally subordinated to all debt and other liabilities andcommitments (including trade payables) of our subsidiaries.

 

 As of June 30, 2019, our subsidiaries had $40.5 million of secured indebtedness outstanding, we had outstanding approximately $1.0 billion of senior unsecured indebtedness and our subsidiaries had approximately $3.5billion of other liabilities.

 

 The indenture pursuant to which the exchange notes will be issued does not limit the amount of debt that we or our subsidiaries may incur. We agreed in the indenture to use the net proceeds from the offering of the oldnotes (after deducting the initial purchasers’ discount and expenses payable by us in connection with the offering of the old notes) to make loans to our subsidiaries pursuant to one or more promissory notes. So long as any notes areoutstanding, (1) the aggregate principal amount of all such promissory notes shall be not less than the amount of the net proceeds from the offering of the old notes (or if less, the aggregate principal amount of notes then outstanding),(2) such promissory notes shall bear interest at rates that shall not be less than that borne by the notes and (3) such promissory notes shall have terms not later than the maturity date of the notes; provided, that any transfer of suchobligation from one subsidiary to another or any refinancing of any such obligation by another subsidiary shall be permitted from time to time. We further agreed that for so long as any notes remain outstanding, any indebtedness for borrowed moneywe incur after the date of original issuance of the old notes in one transaction, or a series of related transactions, having an aggregate principal amount in excess of $25.0 million will be subject to a similar covenant.


 

7


Table of Contents

Interest and Payment Dates

April 1 and October 1 of each year, commencing April 1, 2020 (long first coupon). The interest rate payable on the exchange notes will be subject to adjustment from time to time based on the debt ratings assigned by specific rating agenciesto the notes. See “Description of Exchange Notes—Interest Rate Adjustment Based on Rating Events.”

 

Optional Redemption

We may redeem some or all of the exchange notes at any time or from time to time for cash at the “make-whole” redemption prices set forth under “Description of Exchange Notes—Optional Redemption.”

 

Change of Control; Offer to Repurchase

If a Change of Control Trigger Event described under “Description of Exchange Notes—Offer to Repurchase Upon a Change of Control Triggering Event” occurs, we must offer to repurchase the exchange notes (and any outstanding oldnotes) for cash at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of Exchange Notes—Offer to Repurchase Upon a Change of Control TriggeringEvent.”

 

Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amountof old notes, the terms of which are substantially identical to the exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange noteswill not result in any change in our capitalization. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

 

Book-Entry Form

The exchange notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in anyof the exchange notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee, and any such interest may not be exchanged for certificated securities, except in limited circumstances described below.See “Description of Exchange Notes—Book-Entry System.”

 

Trustee

The trustee for the exchange notes will be Wells Fargo Bank, National Association.

 

Governing Law

The indenture and the old notes are, and the exchange notes will be, governed by the laws of the State of New York without regard to conflict of laws principles thereof.

 

Risk Factors

You should refer to the section entitled “Risk Factors” and other information included or incorporated by reference in this prospectus for an explanation of certain risks of investing in the exchange notes. See “RiskFactors.”


 

8


Table of Contents

RISK FACTORS

In addition to the other information included in this prospectus, you should carefully consider the risks described under “SpecialNote on Forward-Looking Information” and under “Risk Factors” set forth in our most recent Annual Report on Form 10-K, and any updates to those risks contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports onForm 8-K filed with the SEC, all of which are incorporated by reference in this prospectus, and the following risks before investing in the exchange notes.

Risks Related to the Exchange Notes

The exchangenotes will be structurally subordinated to the obligations of our subsidiaries and to any secured indebtedness, and this may limit our ability to satisfy our obligations under the exchange notes.

The exchange notes will be our senior unsecured obligations and will rank equally with all of our other indebtedness that is not expresslysubordinated to the notes. As of June 30, 2019, we had outstanding approximately $1.0 billion principal amount of senior unsecured indebtedness (exclusive of intercompany debt, trade payables, distributions payable and accrued expenses). However,the exchange notes will be structurally subordinated to all obligations of our subsidiaries and to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness. As of June 30, 2019, our subsidiarieshad outstanding approximately $3.5 billion of other liabilities (including approximately $40.5 million of secured indebtedness).

Weconduct substantially all of our operations through our subsidiaries. We do not have any material assets other than our direct and indirect ownership in the equity of our operating subsidiaries. As a result, our cash flow and our ability to serviceour debt, including the exchange notes, are dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us. Certain regulatory requirements and debtand security agreements entered into by our subsidiaries contain various restrictions, including restrictions on payments by our subsidiaries to us and the transfer by our subsidiaries of assets pledged as collateral. In the event of a bankruptcy,liquidation, dissolution, reorganization or similar proceeding with respect to any of our subsidiaries, we, as an equity owner of such subsidiary, and therefore holders of our debt, including the notes, will be subject to the prior claims of suchsubsidiary’s creditors, including trade creditors, and any preferred equity holders.

The exchange notes will also be effectivelysubordinated to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness. As of June 30, 2019, we had no secured indebtedness, and our subsidiaries had approximately $40.5 million principal amountof secured indebtedness. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will be entitled to proceed directly against the collateral thatsecures such secured indebtedness. Therefore, such collateral will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the exchange notes, until such secured indebtedness is satisfied in full.

There are limited covenants and protections in the indenture.

While the indenture governing the exchange notes contains terms intended to provide protection to holders upon the occurrence of certainevents involving significant corporate transactions, these terms are limited and may not be sufficient to protect an investment in the exchange notes. For example, there are no financial covenants in the indenture. As a result, we are not restrictedunder the terms of the indenture and the exchange notes from entering into transactions that could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or our credit ratings, or otherwise adversely affectthe holders of the exchange notes.

As described under “Description of Exchange Notes—Offer to Repurchase Upon a Change ofControl Triggering Event,” upon the occurrence of a Change of Control Triggering Event, holders are entitled to require

 

9


Table of Contents

us to repurchase their exchange notes for cash at 101% of their principal amount. However, the definition of the term “Change of Control Triggering Event” is limited and does not covera variety of transactions (such as acquisitions by us, recapitalizations or “going private” transactions by our affiliates) that could negatively affect the value of the exchange notes. A change of control transaction under the indenturemay only occur if there is a change in the controlling interest in us. As defined in the indenture, a change of control transaction would not include the failure of Cantor Fitzgerald, L.P., which we refer to as “Cantor,” or its affiliatesto continue owning a majority of the voting power of the Company. However, such event would constitute a change of control under the terms of our other outstanding series of notes. Accordingly, holders of such other series of notes may have theright to require us to repurchase their notes in certain circumstances under which holders of the exchange notes (and any outstanding old notes) would not have such right. For a Change of Control Triggering Event to occur there must be not only achange of control transaction as defined in the indenture governing the exchange notes, but also a ratings downgrade resulting from such transaction. If we were to enter into a significant corporate transaction that negatively affects the value ofthe exchange notes, but would not constitute a Change of Control Triggering Event, holders would not have any rights to require us to repurchase the exchange notes prior to their maturity, which also would adversely affect their investment.

Ratings of the exchange notes may not reflect all risks of an investment in the exchange notes and changes in our credit rating could adversely affectthe market price of the exchange notes.

Our long-term debt is currently rated by nationally recognized statistical ratingorganizations. A debt rating is not a recommendation to purchase, sell or hold the exchange notes. Moreover, a debt rating does not reflect all risks of an investment in the exchange notes and does not take into account market price or suitabilityfor a particular investor. Following the offering, the market price for the exchange notes will be based on a number of factors, including our ratings with major rating agencies. Rating agencies revise their ratings for the companies that theyfollow from time to time, and our ratings may be revised or withdrawn in their entirety at any time. We cannot be sure that rating agencies will maintain their current ratings. Neither we nor any initial purchaser undertakes any obligation tomaintain the ratings or to advise holders of exchange notes of any change in ratings. A negative change in our ratings could have an adverse effect on the market price or liquidity of the exchange notes.

Changes in the credit markets could adversely affect the market price of the exchange notes.

Following completion of the exchange offer, the market price for the exchange notes will be based on a number of factors, including:

 

  

the prevailing interest rates being paid by other companies similar to us; and

 

  

the overall condition of the financial markets.

The condition of the credit markets and prevailing interest rates have fluctuated in the past and can be expected to fluctuate in the future.Fluctuations in these factors could have an adverse effect on the price and liquidity of the exchange notes.

An active trading market may notdevelop for the exchange notes, which could adversely affect the price of the exchange notes in the secondary market and your ability to resell the exchange notes should you desire to do so.

The exchange notes are a new issue of securities and there is no established trading market for the exchange notes. We do not intend to applyfor listing of the exchange notes on any securities exchange, and we do not expect an active trading market for the exchange notes to develop.

 

10


Table of Contents

We have been advised by certain of the initial purchasers of the old notes that theypresently intend to make a market in the exchange notes after completion of the exchange offer. However, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. We cannot make any assuranceas to:

 

  

the development of an active trading market for the exchange notes;

 

  

the liquidity of any trading market that may develop;

 

  

the ability of holders to sell their exchange notes; or

 

  

the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the future market prices of the exchange notes will depend on many factors, including prevailing interestrates, our credit ratings published by the rating agencies that rate our indebtedness, the market for similar securities and our operating performance and financial condition. If a trading market does develop, there is no assurance that it willcontinue. If an active public trading market for the exchange notes does not develop or does not continue, the market price and liquidity of the exchange notes are likely to be adversely affected, and the exchange notes may trade at a discount.

We may not be able to repurchase the exchange notes upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event (as defined in “Description of Exchange Notes—Offer to Repurchase Upon aChange of Control Triggering Event”), unless we have exercised our right to redeem the exchange notes as described under “Description of Exchange Notes—Optional Redemption,” holders of exchange notes will have the right torequire us to repurchase all or any part of their exchange notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of exchange notes repurchased plus accrued and unpaid interest, if any, on the exchange notesrepurchased, to, but excluding, the date of purchase. If we experience a Change of Control Triggering Event, we can offer no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase any or all ofthe exchange notes should any holder elect to cause us to do so. Our failure to repurchase any exchange notes as required would result in a default under the indenture, which in turn could result in defaults under agreements governing certain of ourother indebtedness, including the acceleration of the payment of any borrowings thereunder, and have material adverse consequences for us and the holders of the exchange notes.

Risks Related to the Exchange Offer

If you fail toexchange your old notes, they will continue to be restricted securities and may become less liquid.

Old notes that you do notvalidly tender or that we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except under an exemption from, or in a transaction not subject to, the Securities Act andapplicable state securities laws. We will issue the exchange notes in exchange for the old notes in the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures forTendering Old Notes.” Because we anticipate that most holders of the old notes will elect to exchange their outstanding old notes, we expect that the liquidity of the market for the old notes remaining after the completion of the exchange offerwill be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the outstanding old notes at maturity. Further, following the exchange offer, if you did not exchange your oldnotes, you generally will not have any further registration rights, and old notes will continue to be subject to certain transfer restrictions.

 

11


Table of Contents

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are notvalidly followed.

We will issue the exchange notes in exchange for your old notes only if you validly tender such old notesbefore expiration of the exchange offer. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of the old notes for exchange. If you are the beneficial holder of old notesthat are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such old notes in the exchange offer, you should promptly contact the person through whom your old notes are held and instruct thatperson to tender the old notes on your behalf.

 

12


Table of Contents

WHERE YOUCAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Thesefilings are available to the public from the SEC’s website at www.sec.gov.

Our website address is www.bgcpartners.com.Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for ourannual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor and CF Group Management, Inc., the generalpartner of Cantor, our directors and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our industry and businesses. The information contained on, or that may be accessedthrough, our website is not part of, and is not incorporated into, this prospectus (except for SEC filings expressly incorporated herein).

DOCUMENTS INCORPORATED BY REFERENCE

We “incorporate by reference” the documents listed below. The information that we incorporate by reference is considered to be partof this prospectus. Specifically, we incorporate by reference:

 

  

our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on March 1, 2019;

 

  

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 10, 2019;

 

  

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 8, 2019;

 

  

our Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders filed on April 29, 2019, as supplemented by the Supplement to the Proxy Statement of BGC Partners, Inc. on Schedule 14A filed on May 10, 2019;

 

  

our Current Report on Form 8-K filed on February 14, 2019 (other than as indicated therein);

 

  

our Current Report on Form 8-K filed on May 7, 2019 (other than as indicated therein);

 

  

our Current Report on Form 8-K filed on June 27, 2019;

 

  

our Current Report on Form 8-K filed on July 25, 2019 (other than as indicated therein);

 

  

our Current Report on Form 8-K filed on September 20, 2019;

 

  

our Current Report on Form 8-K filed on September 26, 2019; and

 

  

our Current Report on Form 8-K filed on September 30, 2019.

We also incorporate by reference into this prospectus all documents (other thanany portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after (1) the dateof this registration statement and prior to its effectiveness, (2) prior to the completion of the exchange offer covered by this prospectus, and (3) for a period of 180 days following the completion of the exchange offer.

 

13


Table of Contents

Any statement contained herein or in a document, all or a portion of which is incorporatedby reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is incorporated by reference herein modifies orsupersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may obtain copies of these documents, at no cost to you, from our website (www.bgcpartners.com), or by writing or telephoning us atthe following address:

Investor Relations

BGC Partners, Inc.

499 Park Avenue

New York, New York 10022

(212) 610-2426

 

14


Table of Contents

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We issued $300,000,000 aggregate principal amount of the old notes in a transaction not requiring registration under the Securities Act onSeptember 27, 2019. The old notes were issued, and the exchange notes will be issued, under a base indenture dated as of September 27, 2019, as supplemented by a supplemental indenture, dated as of September 27, 2019, which we refer tocollectively as the “indenture,” between us and Wells Fargo Bank, National Association, as trustee. In connection with such issuance, we entered into a registration rights agreement, which requires that we file this registration statementunder the Securities Act with respect to the exchange notes to be issued in the exchange offer and, upon the effectiveness of this registration statement, offer to you the opportunity to exchange your old notes for a like principal amount ofexchange notes. The exchange notes will be issued without a restrictive legend, and except as set forth below, you may resell or otherwise transfer them without registration under the Securities Act. After we complete the exchange offer, ourobligation to register the exchange of exchange notes for old notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties unrelated to us, including ExxonCapital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993), subjectto the limitations described in the succeeding three paragraphs, we believe that you may resell or otherwise transfer the exchange notes issued to you in the exchange offer without compliance with the registration and prospectus deliveryrequirements of the Securities Act. Our belief, however, is based on your representations to us that:

 

  

you are acquiring the exchange notes in the ordinary course of your business;

 

  

you are not engaging in and do not intend to engage in a distribution of the exchange notes;

 

  

you do not have an arrangement or understanding with any person or entity to participate in the distribution ofthe exchange notes;

 

  

you are not our “affiliate” as that term is defined in Rule 405 under the Securities Act;

 

  

you are not a broker-dealer tendering old notes acquired directly from us for your own account; and

 

  

you are not acting on behalf of any person that could not truthfully make these representations.

If you cannot make the representation described above, you may not participate in the exchange offer, you may not relyon the staff’s interpretations discussed above, and you must, in the absence of an exemption therefrom, comply with registration and the prospectus delivery requirements of the Securities Act in order to resell your old notes.

Each broker-dealer that receives exchange notes for its own account in the exchange offer for old notes that were acquired as a result ofmarket-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes received in the exchange offer. See“Plan of Distribution.”

We have not asked the staff for a no-action letter in connection with the exchange offer, however, andwe cannot assure you that the staff would make a similar determination with respect to the exchange offer.

If you are not eligible toparticipate in the exchange offer, you can elect to have your old notes registered for resale on a “shelf” registration statement pursuant to Rule 415 under the Securities Act. In the event that we are obligated to file a shelfregistration statement, we will be required to use commercially reasonable efforts to keep the shelf registration statement effective for so long as such old notes remain registrable securities under the registration rights agreement. Other than asset forth in this paragraph, you will not have the right to require us to register your old notes under the Securities Act. See “—Procedures for Tendering Old Notes.”

 

15


Table of Contents

Consequences of Failure to Exchange

If you do not participate or validly tender your old notes in the exchange offer:

 

  

you will retain your old notes that are not registered under the Securities Act and they will continue to besubject to restrictions on transfer that are described in the legend on the old notes;

 

  

you will not be able to require us to register your old notes under the Securities Act unless, as set forthabove, you do not receive freely tradable exchange notes in the exchange offer or are not eligible to participate in the exchange offer, and we are obligated to file a shelf registration statement;

 

  

you will not be able to resell or otherwise transfer your old notes unless they are registered under theSecurities Act or unless you offer to resell or transfer them pursuant to an exemption under the Securities Act; and

 

  

the trading market for your old notes will become more limited to the extent that other holders of old notesparticipate in the exchange offer.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any andall old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of the exchange notes in exchange for each $1,000 principal amount ofthe old notes accepted in the exchange offer. You may tender some or all of your old notes pursuant to the exchange offer; however, old notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Theexchange notes issued to you in the exchange offer will be delivered by credit to the accounts at DTC of the applicable DTC participants.

The form and terms of the exchange notes are substantially identical to those of the old notes, except that the transfer restrictions andregistration rights relating to the old notes will not apply to the exchange notes, and the exchange notes will not provide for the payment of additional interest in the event of a registration default. In addition, the exchange notes will bear adifferent CUSIP number than the old notes (except for old notes sold pursuant to the shelf registration statement described above). The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized theissuance of the old notes.

As of the date of this prospectus, $300,000,000 aggregate principal amount of the old notes are outstandingand registered in the name of Cede & Co., as nominee for DTC. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intendto conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered old notes if and when we have given oral (any such oral notice to be promptly confirmed inwriting) or written notice of our acceptance to Wells Fargo Bank, National Association, the exchange agent for the exchange offer. The exchange agent will act as our agent for the purpose of receiving from us the exchange notes for the tenderingnoteholders. If we do not accept any tendered old notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return such old notes by credit to the accounts at DTC of the applicableDTC participants, without expense, to the tendering noteholder as promptly as practicable after the expiration date of the exchange offer.

You will not be required to pay brokerage commissions or fees or transfer taxes, except as set forth under “—Transfer Taxes,”with respect to the exchange of your old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “—Fees and Expenses.”

 

16


Table of Contents

Expiration Date; Amendment

The expiration date for the exchange offer will be 5:00 p.m., New York City time, on                    , 2019, unless we determine, in our sole discretion, to extend the exchange offer, in which case it will expire at the later dateand time to which it is extended. We do not currently intend to extend the exchange offer, however, although we reserve the right to do so. If we extend the exchange offer, we will give oral (any such oral notice to be promptly confirmed in writing)or written notice of the extension to the exchange agent and give each registered holder of old notes notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next businessday after the scheduled expiration date.

We also reserve the right, in our sole discretion:

 

  

to accept tendered old notes upon the expiration of the exchange offer, and extend the exchange offer withrespect to untendered old notes;

 

  

to delay accepting any old notes or, if any of the conditions set forth under “—Conditions” havenot been satisfied or waived, to terminate the exchange offer by giving oral (any such oral notice to be promptly confirmed in writing) or written notice of such delay or termination to the exchange agent; or

 

  

to amend or waive the terms and conditions of the exchange offer in any manner by complying withRule 14e-l(d) under the Exchange Act, to the extent that rule applies.

We will notify you as promptly as we can ofany extension, termination or amendment. In addition, we acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to issue the exchange notes, or return the old notes tendered forexchange, promptly after the termination or withdrawal of the exchange offer.

Procedures for Tendering Old Notes

The old notes are represented by global securities without interest coupons in fully registered form, registered in the name of Cede & Co.,as nominee for DTC. Beneficial interests in the global securities are held by direct or indirect participants in DTC through certificateless depositary interests and are shown on, and transfers of these interests are effected only through, recordsmaintained in book-entry form by DTC with respect to its participants. You are not entitled to receive certificated old notes in exchange for your beneficial interest in these global securities except in limited circumstances described in“Description of Exchange Notes—Book-Entry System.”

Accordingly, you must tender your old notes pursuant to DTC’s ATOPprocedures. As the DTC’s ATOP system is the only method of processing exchange offers through DTC, you must instruct a participant in DTC to transmit to the exchange agent on or prior to the expiration date for the exchange offer acomputer-generated message transmitted by means of the ATOP system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter oftransmittal, instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent. To tender old notes through the ATOP system, the electronic instructions sent to DTC andtransmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, the letter of transmittal, including the representations to us described above under“—Purpose and Effect of the Exchange Offer,” and be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

If you hold old notes through a broker, dealer, commercial bank, trust company, other financial institution or other nominee, each referred toherein as an “intermediary,” and you wish to tender your old notes, you should contact such intermediary promptly and instruct such intermediary to tender on your behalf. So long as the old notes are in book-entry form represented byglobal securities, old notes may only be tendered by your intermediary pursuant to DTC’s ATOP procedures.

 

17


Table of Contents

If you tender an old note and you do not properly withdraw the tender prior to theexpiration date, you will have made an agreement with us to participate in the exchange offer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance andwithdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any and all old notes not validly tendered or any old notes our acceptance of which would, in the opinion of our counsel, beunlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to certain old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal,will be final and binding on all parties.

You must cure any defects or irregularities in connection with tenders of your old notes withinthe time period that we determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of old notes, neither we, the exchange agent nor any other person will incur anyliability for failure to give this notification. Your tender will not be deemed to have been made and your old notes will be returned to you unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration ofthe exchange offer, if:

 

  

you invalidly tender your old notes;

 

  

you have not cured any defects or irregularities in your tender; and

 

  

we have not waived those defects, irregularities or invalid tender.

In addition, we reserve the right in our sole discretion to:

 

  

purchase or make offers for, or offer exchange notes for, any old notes that remain outstanding subsequent to theexpiration of the exchange offer;

 

  

terminate the exchange offer; and

 

  

to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiatedtransactions or otherwise.

The terms of any of these purchases of or offers for old notes could differ from the termsof the exchange offer.

In all cases, the issuance of exchange notes for old notes that are accepted for exchange in the exchange offerwill be made only after timely receipt by the exchange agent of a timely book-entry confirmation of your old notes into the exchange agent’s account at DTC, a computer-generated message instead of the Letter of Transmittal, and all otherrequired documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than you indicate your desire to exchange, theunaccepted or non-exchanged old notes, or old notes in substitution therefor, will be returned without expense to you by credit to the accounts at DTC of the applicable DTC participant, as promptly as practicable after rejection of tender or theexpiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer afterthe date of this prospectus, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes being tendered by causing DTC to transfer such old notes into the exchange agent’s account at DTCin accordance with DTC’s procedures for transfer.

Any DTC participant wishing to tender old notes in the exchange offer (whether onits own behalf or on behalf of the beneficial owner of old notes) should transmit its acceptance to DTC sufficiently far in advance of

 

18


Table of Contents

the expiration of the exchange offer so as to permit DTC to take the following actions prior to 5:00 p.m., New York City time, on the expiration date. DTC will verify such acceptance, execute abook-entry transfer of the tendered old notes into the exchange agent’s account at DTC and then send to the exchange agent a confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include a confirmation thatsuch DTC participant acknowledges and agrees (on behalf of itself and on behalf of any beneficial owner of the applicable old notes) to be bound by the letter of transmittal. All of the foregoing, together with any other required documents, must bedelivered to and received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

No Guaranteed Delivery Procedures

Guaranteed delivery procedures are not available in connection with the exchange offer.

Withdrawal Rights

You may withdrawtenders of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For yourwithdrawal to be effective, the exchange agent must receive an electronic ATOP transmission of the notice of withdrawal at its address set forth below under “—Exchange Agent,” prior to 5:00 p.m., New York City time, on the expirationdate.

The notice of withdrawal must:

 

  

specify the name and DTC account number of the DTC participant that tendered such old notes;

 

  

specify the principal amount of old notes to be withdrawn;

 

  

specify the name and account number of the DTC participant to which the withdrawn old notes should be credited;and

 

  

contain a statement that the holder is withdrawing its election to have the old notes exchanged.

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawalnotices. Our determination will be final and binding on all parties. Any old notes that have been withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered forexchange but that are withdrawn and not exchanged will be returned by credit to the account at DTC of the applicable DTC participant without cost as soon as practicable after withdrawal. Properly withdrawn old notes may be retendered by followingone of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

No Appraisal or Dissenters’ Rights

You do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Conditions

Notwithstanding any otherprovision of the exchange offer, and subject to our obligations under the related registration rights agreement, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend theexchange offer, if at any time before the acceptance of any old notes for exchange any one of the following events occurs:

 

  

any injunction, order or decree has been issued by any court or any governmental agency that would prohibit,prevent or otherwise materially impair our ability to complete the exchange offer; or

 

19


Table of Contents
  

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to them,subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required, in order to comply with applicable securities laws, toextend the expiration date of the exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights which may be asserted at any time and fromtime to time.

In addition, we will not accept for exchange any old notes validly tendered, and no exchange notes will be issued inexchange for any tendered old notes, if, at the time the old notes are tendered, any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indentureunder the Trust Indenture Act of 1939, as amended.

The exchange offer is not conditioned on any minimum principal amount of old notesbeing tendered for exchange.

Exchange Agent

We have appointed Wells Fargo Bank, National Association as exchange agent for the exchange offer. Questions, requests for assistance andrequests for additional copies of this prospectus, the letter of transmittal and other related documents should be directed to the exchange agent addressed as follows:

Wells Fargo Bank, National Association, as Exchange Agent

By Registered or Certified Mail, Overnight Delivery on or before

5:00 p.m. New York City Time on the Expiration Date:

Wells Fargo Bank, N.A.

CorporateTrust Operations

MAC N9300-070

600 South Fourth Street

Minneapolis, MN 55402

ForInformation or Confirmation by Telephone Call:

1-800-344-5128

By Facsimile Transmission

(for Eligible Institutions only):

612-667-6282

DELIVERY OF ALETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The exchange agent also acts as trustee under the indenture.

Fees and Expenses

We will not paybrokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail. Additional solicitations, however, may be made in person, by email or by telephone by our officers and employees.

We will pay the estimated cash expenses to be incurred in connection with the exchange offer. These are estimated in the aggregate to beapproximately $100,000, which includes fees and expenses of the exchange agent and accounting, legal, printing and related fees and expenses.

 

20


Table of Contents

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your old notes unless exchange notes are to be registered inthe name of, or old notes, or any portion thereof, not tendered or not accepted in the exchange offer are to be returned to, a person other than the registered tendering holder of the old notes, in which event the registered tendering holder will beresponsible for the payment of any applicable transfer tax. In addition, tendering holders will be responsible for any transfer tax imposed for any reason other than the transfer of old notes to, or upon the order of, the Company pursuant to theexchange offer.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of theexchange offer over the term of the notes under generally accepted accounting principles in the United States of America, which we refer to as “U.S. GAAP.”

 

21


Table of Contents

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing theexchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of old notes, the terms of which are substantially identical to the exchange notes. The old notes surrendered in exchange for the exchange noteswill be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization. We have agreed to bear the expenses of the exchange offer. No underwriter is being used inconnection with the exchange offer.

 

22


Table of Contents

DESCRIPTION OF EXCHANGE NOTES

We issued the old notes, and will issue the exchange notes, under a base indenture, dated as of September 27, 2019, as supplemented by asupplemental indenture, dated as of September 27, 2019 (collectively, the “indenture”), between us and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Unless the context otherwise requires, for all purposes ofthe indenture and this “Description of Exchange Notes,” references to the notes (which shall constitute a single series of notes under the indenture) include the old notes and the exchange notes. The following description is a summary ofthe material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part, because it,and not this description, defines your rights as holders of the notes.

Capitalized terms used but not otherwise defined herein shall havethe meanings given to them in the notes or the indenture, as applicable. In this description, the terms the “Company,” “we,” “us” and “our” refer only to BGC Partners, Inc. and not to any of its subsidiaries.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under theindenture.

General

The old notesare, and the exchange notes will be, our senior unsecured obligations ranking equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The notes will mature on October 1, 2024, unless previouslyredeemed or repurchased in full by us as provided below under “—Optional Redemption” or “—Offer to Repurchase Upon a Change of Control Triggering Event.” The exchange notes and the old notes that remain outstandingafter the exchange offer will be a single series under the indenture.

The old notes bear, and the exchange notes will bear, interest atthe rate of 3.750% per annum from September 27, 2019, to the stated maturity or date of earlier redemption. Interest on the notes will be payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2020, to thepersons in whose names such notes were registered at the close of business on the immediately preceding the March 15 and September 15 (whether or not a business day), respectively. The interest rate payable on the old notes is, and on theexchange notes will be, subject to adjustment from time to time based on the debt ratings assigned to the notes by specific Rating Agencies. See “—Interest Rate Adjustment Based on Rating Events.”

Interest payments in the respect of the notes will equal the amount of interest accrued from and including the immediately preceding interestpayment date in respect of which interest has been paid or duly provided for (or from and including the date of issue, if no interest has been paid or duly provided for with respect to the notes), to, but excluding, the applicable interest paymentdate or stated maturity date or date of early redemption, as the case may be. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal and interest (including any additional interest), ifany, on the notes will be payable through The Depository Trust Company, which we refer to as “Depository,” as described under “—Same-Day Funds Settlement and Payment.”

If an interest payment date or the stated maturity date or date of early redemption of the notes falls on a Saturday, Sunday or other day onwhich banking institutions in The City of New York are authorized or obligated by law or executive order to close, the required payment due on such date will instead be made on the next business day. No further interest will accrue as a result ofsuch delayed payment.

We issued the old notes initially in an aggregate principal amount of $300.0 million. The indenture does not limitthe aggregate principal amount of the debt securities which we may issue thereunder and provides that we may issue debt securities thereunder from time to time in one or more series. We may, from time to time, without the consent of or notice toholders of the notes, issue and sell additional debt securities ranking equally and

 

23


Table of Contents

ratably with the notes in all respects and having the same terms as the notes (other than the issue date, and to the extent applicable, issue price, initial date of interest accrual and initialinterest payment date of such additional debt securities), so that such additional debt securities shall be consolidated and form a single series with the notes for all purposes, including voting; provided, that such additional debt securities arefungible with the previously issued notes for U.S. federal income tax purposes.

We agreed in the indenture to use the net proceeds fromthe offering of the old notes (after deducting the initial purchasers’ discount and expenses payable by us in connection with the offering of the old notes) to make loans to our subsidiaries pursuant to one or more promissory notes. So long asthe notes are outstanding, (1) the aggregate principal amount of all such promissory notes shall be not less than the amount of the net proceeds from the offering of the old notes (or if less, the aggregate principal amount of notes thenoutstanding), (2) such promissory notes shall bear interest at rates that shall not be less than that borne by the notes and (3) such promissory notes shall have terms not later than the stated maturity date of the notes; provided, thatany transfer of such obligation from one subsidiary to another or any refinancing of any such obligation by another subsidiary shall be permitted from time to time. We further agreed that, for so long as the notes remain outstanding, anyindebtedness for borrowed money we incur after the date of original issuance of the notes in one transaction, or in a series of related transactions, that is in excess of $25.0 million will be subject to a similar covenant.

The notes will be issued only in fully registered form without coupons in minimum denominations of $2,000 and integral multiples of$1,000 in excess thereof. The notes may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by us or the security registrar) or exchanged for other notes (containing identical terms andprovisions, in any authorized denominations, and of a like aggregate principal amount) at the office or agency maintained by us for such purposes (initially the corporate trust office of the Trustee). Such transfer or exchange will be made withoutservice charge, but we may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. Prior to the due presentment of a note for registration of transfer, we, the Trustee and any otheragent of ours or the Trustee may treat the registered holder of each note as the owner of such note for the purpose of receiving payments of principal of and interest on such note and for all other purposes whatsoever. The transferor shall alsoprovide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue CodeSection 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The indenture does not contain any provisions that would limit our ability to incur unsecured indebtedness or that would afford holders of thenotes protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we could in the future enter into transactions that couldincrease the amount of indebtedness outstanding at that time or otherwise affect our capital structure or the credit rating of the notes.

The notes will not be entitled to the benefit of any mandatory redemption or sinking fund.

Optional Redemption

The notes may beredeemed in whole at any time or in part from time to time, at our option.

If the notes are redeemed prior to the date that is one monthprior to the stated maturity date for the notes, the redemption price for the notes to be redeemed will be equal to the greater of (i) 100% of the aggregate principal amount of the notes to be redeemed or (ii) the sum of the present values ofthe Remaining Scheduled Payments (as defined below), plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

In determining the present values of the Remaining Scheduled Payments, we will discount such payments to the redemption date on a semi-annualbasis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Notes Reinvestment Rate.

 

24


Table of Contents

If the notes are redeemed on or after the date that is one month prior to the statedmaturity date for the notes, the redemption price for the notes to be redeemed will equal 100% of the principal amount of such notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

We will mail (or otherwise deliver in accordance with the applicable procedures of DTC) notice of any redemption of notes to the registeredaddress of each holder of the notes to be redeemed at least 10 days and not more than 60 days prior to the applicable redemption date.

The following terms are relevant to the determination of the redemption price:

Notes Reinvestment Rate” means 0.35%, or 35 basis points, plus the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed for each day in the preceding calendar week published in the most recent Statistical Release under the caption “Treasury constant maturities” for thematurity (rounded to the nearest month) corresponding to the remaining life to the date that is one month prior to the stated maturity date for the notes as of the date of redemption. If no maturity exactly corresponds to such remaining life tomaturity, yields for the two published maturities most closely corresponding to such remaining life to the date that is one month prior to the stated maturity date shall be calculated pursuant to the immediately preceding sentence and the NotesReinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month.

Remaining Scheduled Payments” means, with respect to any note to be redeemed, (i) the outstanding principal thereofplus, (ii) the interest on such principal that would be due after the related redemption date but for such redemption to, but excluding, the date that is one month prior to the stated maturity date for the notes; provided, however, that, ifsuch redemption date is not an interest payment date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but excluding, such redemption date.

Statistical Release” means that statistical release designated “H.15” or any successor publication that ispublished daily by the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities, or, if such statistical release (or a successor publication) is not published at the timeof any determination under the Indenture, then such other reasonably comparable index that shall be designated by us. For the purpose of calculating the Notes Reinvestment Rate, the most recent Statistical Release published prior to the date ofdetermination of the Notes Reinvestment Rate shall be used.

Offer to Repurchase Upon a Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes as described above, holders of noteswill have the right to require us to repurchase all or any part (in minimum original principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) of their notes pursuant to the offer described below (the “Change of ControlOffer”) on the terms set forth in the notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the then outstanding aggregate principal amount of notes repurchased plus accrued and unpaid interest, ifany, on the notes repurchased, to, but not including, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to holders of notes (with acopy to the Trustee) describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no laterthan 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the notes and the indenture and described in such notice. We must comply with the requirements of Rule 14e-1under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To theextent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the notes, we will be required to comply with

 

25


Table of Contents

the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Triggering Event provisions of the notes by virtue of suchconflicts.

On the Change of Control Payment Date, we will be required, to the extent lawful, to:

 

  

accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

 

  

deposit with the Trustee an amount equal to the Change of Control Payment in respect of all notes or portions ofnotes properly tendered; and

 

  

deliver or cause to be delivered to the Trustee the notes properly accepted together with a certificate executedby us, stating the aggregate principal amount of notes or portions of notes being purchased.

We will not be required tomake a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by usand the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under theindenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

The change ofcontrol feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions, including acquisitions,refinancings or other recapitalizations, that would not constitute a Change of Control under the notes, but that could increase the amount of our indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings onthe notes.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

Below Investment Grade Rating Event” means that both Rating Agencies (as defined below) shall have ceased to rate thenotes at an Investment Grade Rating on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratingschange). If a Rating Agency is not providing a rating for the notes at the commencement of any Trigger Period, the notes will be deemed to have ceased to be rated an Investment Grade Rating by such Rating Agency during that Trigger Period.

A “Change of Control” will be deemed to have occurred at such time after the original issuance of the old notes when any ofthe following has occurred:

(1) a “person” or “group” within the meaning of Section 13(d) of theExchange Act other than us, our subsidiaries, our and their respective employee benefit plans and any Permitted Holder, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our capitalstock representing, in the aggregate, more than 50% of the voting power of all classes of our capital stock; or

(2) ourliquidation or dissolution or the stockholders of the Company approve any plan or proposal for our liquidation or dissolution; or

(3) any conveyance, transfer, sale, lease or other disposition of all or substantially all of the properties and assets of oursto another person, other than:

 

  

any transaction:

 

 (i)

that does not result in any reclassification, conversion, exchange or cancellation of our outstanding equityinterests; or

 

26


Table of Contents
 (ii)

pursuant to which holders of our outstanding equity interests, immediately prior to the transaction, have theentitlement to exercise, directly or indirectly, 50% or more of the total voting power of all equity interests entitled to vote generally in elections of directors or managers of the continuing or surviving or successor entity immediately aftergiving effect to such issuance; or

 

  

any transfer of assets or similar transaction solely for the purpose of changing our jurisdiction of organizationand resulting in a reclassification, conversion or exchange of our outstanding equity interests, if at all, solely into outstanding equity interests of the surviving entity or a direct or indirect parent of the surviving entity; or

 

  

any conveyance, transfer, sale, lease or other disposition with or into any of our subsidiaries, so long as suchconveyance, transfer, sale, lease or other disposition is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing all orsubstantially all our properties and assets to, any other person.

Notwithstanding the foregoing, no Change of Control will be deemed tohave occurred in the event any successor issuer of the notes shall be a corporation so long as one or more Permitted Holders shall maintain the beneficial ownership of shares of the capital stock of such successor possessing the voting power undernormal circumstances to elect, or one or more Permitted Holders shall have the contractual right to elect, a majority of the directors of such successor corporation. Notwithstanding the foregoing, a transaction will not be deemed to result in aChange of Control if (a) Cantor Fitzgerald, L.P. becomes a wholly owned subsidiary of a holding company and (b) the holders of the voting capital stock of such holding company immediately following that transaction are substantially thesame as the holders of Cantor Fitzgerald, L.P.’s voting partnership interests immediately prior to that transaction.

Changeof Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

Fitch” means Fitch Ratings.

Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch or BBB- (or theequivalent) by S&P.

Permitted Holder” means Howard W. Lutnick, any Person controlled by him or any trustestablished for Mr. Lutnick’s benefit or for the benefit of his spouse, any of his descendants or any of his relatives, in each case, so long as he is alive and, upon his death or incapacity, any person who shall, as a result ofMr. Lutnick’s death or incapacity, become a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of the Company’s capital stock by operation of a trust, by will or the laws of descent and distribution or byoperation of law.

Person” means an individual, a corporation, a limited liability company, an association, apartnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or agency or political subdivision thereof.

Rating Agencies” means (1) each of Fitch and S&P; and (2) if either of Fitch or S&P ceases to rate thenotes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by us(as certified by a resolution of our Board of Directors) as a replacement agency for Fitch or S&P, or both of them, as the case may be.

S&P” means S&P Global Ratings, a division of S&P Global Inc.

 

27


Table of Contents

Interest Rate Adjustment Based on Rating Events

The interest rate payable on the notes will be subject to adjustments from time to time if each of the Rating Agencies (as defined above)downgrades (or subsequently upgrades) the debt rating assigned to the notes, in the manner described below.

If the rating from each ofthe Rating Agencies of the notes is decreased to a rating set forth in the immediately following table (a “Downgrade Event”), the interest rate on the notes will increase such that it will equal the interest rate payable on the notes onthe date of the initial issuance of notes plus the percentage set forth opposite the applicable rating from the table below:

 

Debt Rating (each Rating Agency)   Percentage 

BBB- or higher

   —   

BB+

   0.50

BB or lower

   1.00

For the avoidance of doubt, any increase in the interest payable on the notes shall require a decrease in therating of the notes by each of the Rating Agencies to the relevant threshold ratings set forth above.

If, subsequent to a DowngradeEvent, either of the Rating Agencies increases its respective rating of the notes to any of the threshold ratings set forth above, the interest rate on the notes will be decreased such that the interest rate for the notes equals the interest ratepayable on the notes on the date of the initial issuance of the notes plus the percentage set forth opposite the applicable rating from the table above. For the avoidance of doubt, any decrease in the interest payable on the notes shall require anincrease in the rating of the notes by only one of the Rating Agencies to the relevant threshold rating set forth above.

For so long as(i) only one of the Rating Agencies provides a rating of the notes or (ii) the notes are not rated by either of the Rating Agencies, the interest rate on the notes will increase such that it will equal the interest rate payable on the notes on thedate of the initial issuance of the notes plus 1.00%.

Any interest rate increase or decrease described above will take effect from thefirst day of the interest period during which a rating change requires an adjustment in the interest rate. If either Rating Agency changes its rating of the notes more than once during any particular interest period, the last change by such RatingAgency, as applicable, will control for purposes of any interest rate increase or decrease with respect to the notes described above relating to such Rating Agency’s action. We will communicate an increase or decrease to the trustee in the formof an officers’ certificate under the indenture.

If the interest rate payable on the notes is increased as described above, the term“interest,” as used with respect to the notes, will be deemed to include any such additional interest unless the context otherwise requires.

Certain Covenants

Limitations onLiens on Stock of Subsidiaries

Under the indenture, we covenant that, so long as any of the notes are outstanding, we will not,and we will not permit any Designated Subsidiary to, create, assume, incur, guarantee or otherwise permit to exist any Indebtedness secured by any mortgage, pledge, lien, security interest or other encumbrance (a “lien”) upon any shares ofcapital stock of any Designated Subsidiary directly or indirectly held by us (whether such capital stock is now owned or hereafter acquired) without effectively providing concurrently that the notes (and, if we so elect, any other Indebtedness ofours that is not subordinate to the notes and with respect to which the governing instruments of such Indebtedness require us, or pursuant to which we are otherwise obligated, to provide such security) will be secured equally and ratably with, orprior to, such Indebtedness for at least the time period such other Indebtedness is so secured. The foregoing will not apply to liens on the securities of any entity existing at the time it becomes a Designated Subsidiary (and any extensions,renewals or replacements thereof).

 

28


Table of Contents

For purposes of the indenture, “capital stock” of any Person means any andall shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including preferred stock, but excluding any debt securities convertible into suchequity.

The term “Designated Subsidiary” means each of (i) BGC Holdings, L.P. (“BGC Holdings”),(ii) BGC Global Holdings, L.P., (iii) BGC Partners, L.P., and (iv) any other direct or indirect subsidiary now owned or hereafter acquired by us for which (a) the Net Assets constitute, as of the last day of the most recentlyended fiscal quarter, 5% or more of our Total Stockholders’ Equity or (b) the net revenues constitute, as of the last day of the most recently ended fiscal quarter, 10% or more of the consolidated net revenues of ours during the mostrecently ended period of four consecutive fiscal quarters; provided, however, that the following shall not be Designated Subsidiaries:

 

 (1)

any Person in which the Company or any of its Subsidiaries does not own sufficient equity or voting intereststo elect a majority of the directors (or persons performing similar functions);

 

 (2)

any Person whose financial results would not be consolidated with those of the Company and its consolidatedsubsidiaries in accordance with U.S. GAAP; and

 

 (3)

any Person which is a subsidiary of a Company subsidiary the common equity of which is registered underSection 12(b) or 12(g) of the Exchange Act;

 

 (4)

any subsidiary of any Person described in clauses (1), (2) or (3) above.

The term “Indebtedness” means, without duplication, with respect to any Person, whether or not contingent:

 

 (1)

the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed or(b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

 

 (2)

all capitalized lease obligations of such Person;

 

 (3)

all obligations of such Person incurred or assumed as the deferred purchased price of property, all conditionalsale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

 

 (4)

all obligations of such Person for the reimbursement of any obligor on any banker’s acceptance, bankguarantees, surety bonds or similar credit transaction; and

 

 (5)

any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation describedas Indebtedness in clauses (1) through (4) above;

if and to the extent any of the preceding items (other than letters ofcredit) would appear as a liability upon a balance sheet of such Person prepared in accordance with U.S. GAAP; provided, however, the term “Indebtedness” includes all of the following items, whether or not any such items would appear as aliability on a balance sheet of such Person prepared in accordance with U.S. GAAP:

 

 (i)

all Indebtedness of others secured by any mortgage, pledge, lien, security interest or other encumbrance on anyproperty or asset of such Person (whether or not such Indebtedness is assumed by such Person);

 

 (ii)

to the extent not otherwise included, any guarantee by such person of Indebtedness of any other Person; and

 

 (iii)

preferred stock or other equity interests providing for mandatory redemption or sinking fund or similarpayments issued by any subsidiary of such Person.

The term “Net Assets” means, with respect to anyPerson, the excess (if positive) of (a) such Person’s consolidated assets over (b) such Person’s consolidated liabilities, in each case determined in accordance with U.S. GAAP.

 

29


Table of Contents

The term “Total Stockholders’ Equity” means, as of the date ofdetermination, without duplication, all items which in conformity with U.S. GAAP would be included under total stockholders’ equity on our consolidated statement of financial condition. For purposes of any determination of totalstockholders’ equity, we may include the amount of any capital to be returned pursuant to the terms of the Agreement of Limited Partnership of BGC Holdings, as amended from time to time, to any limited or general partner who has been terminatedor withdrawn until such time as the amount of such partners’ capital has been paid to such limited or general partner pursuant to the terms of such Partnership Agreement plus, without duplication, redeemable partnership interests representingformer partner’s equity in us. For the avoidance of doubt, Total Stockholders’ Equity is inclusive of non-controlling interests in subsidiaries on our consolidated statement of financial condition.

Consolidation, Merger or Sale

We may not consolidate or merge with or into, or transfer or lease all or substantially all of our assets to, any Person unless either(a) we will be the continuing entity or (b) the successor entity or Person to which our assets are transferred or leased is an entity organized under the laws of the United States, any state of the United States or the District ofColumbia and it expressly assumes our obligations on the notes and under the indenture. In addition, we cannot effect such a transaction unless immediately after giving effect to such transaction, no default or event of default under the indentureshall have occurred and be continuing. Subject to certain exceptions, when the Person to whom our assets are transferred or leased has assumed our obligations under the notes and the indenture, we will be discharged from all our obligations underthe notes and the indenture, except in limited circumstances.

This covenant does not apply to any recapitalization transaction, a changeof control of us or a highly leveraged transaction, unless the transaction or change of control was structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.

Modification, Amendment or Waiver

We mayfrom time to time amend or supplement the indenture and the notes without the consent of registered holders to, among other things, (i) modify the restrictions on and procedures for resale, attempted resale, and other transfers of the notes orinterests therein to reflect any change in applicable law or regulation (or interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally or (ii) cure any ambiguity or defect in and correct orsupplement any provision of the indenture or any note that may be inconsistent with any other provision in the indenture or the notes, provided, however, that any such cure, correction or supplement shall not adversely affect the interests of theholders of the notes in any material respect.

With certain exceptions, we may make modifications and amendments of the indenture with theconsent of the registered holders of not less than a majority in aggregate principal amount of the notes of a series at the time outstanding under the indenture. Compliance with certain covenants may be waived on behalf of registered holders of debtsecurities of a series, either generally or in a specific instance and either before or after the time for compliance with those covenants, with the consent of holders of not less than a majority in aggregate principal amount of the then-outstandingnotes of such series. Nevertheless, without the consent of each registered holder of the notes affected thereby, no such modification or amendment may, among other things, reduce the principal of or interest on any of the outstanding notes, extendthe stated maturity of the notes, change the interest payment dates or terms of payment for the notes, or reduce the percentage of registered holders necessary to modify or amend the indenture and the notes.

 

30


Table of Contents

Events of Default

Unless otherwise indicated, the term “Event of Default,” when used in the indenture with respect to the notes, means any ofthe following:

 

  

failure to pay interest (including any additional interest) for 30 days after the date payment on any note is dueand payable;

 

  

failure to pay principal or premium, if any, on any note when due, either at maturity, upon any redemption, bydeclaration or otherwise;

 

  

a default by us in the payment in respect of any Indebtedness for borrowed money, including obligations evidencedby any mortgage, indenture, bond, debenture, note, guarantee or similar instrument, in an aggregate principal amount of at least $100 million beyond any applicable grace period, or default in the performance or compliance with any term respectingsuch debt, if as a consequence such debt becomes due and payable before its stated maturity, and such default shall not have been rescinded or annulled or such Indebtedness shall not have been discharged and such default continues for a period of 30consecutive days after written notice to us by the Trustee or the holders of not less than 25% in aggregate principal amount of the notes;

 

  

failure by us to perform any other covenant in the indenture or the notes for 90 days after notice thatperformance was required; or

 

  

events related to our bankruptcy, insolvency, reorganization or liquidation.

If an Event of Default relating to the payment of interest (including any additional interest) or principal with respect to the notes hasoccurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the notes may declare the entire principal of the notes to be due and payable immediately.

If an Event of Default relating to the performance of other covenants occurs and is continuing, and a responsible officer of the Trustee hasactual knowledge of such Event of Default, then the Trustee or the holders of not less than 25% in aggregate principal amount of the notes may declare the entire principal amount of the notes to be due and payable immediately.

The holders of not less than a majority in aggregate principal amount of the notes may, after satisfying conditions, rescind and annul any ofthe above-described declarations and consequences.

If an Event of Default relating to events of our bankruptcy, insolvency,reorganization or liquidation occurs and is continuing, then the principal amount of the notes outstanding, and any accrued interest, will automatically become due and payable immediately, without any declaration or other act by the Trustee or anyholder.

The indenture imposes limitations on suits brought by holders of notes against us. Except as provided below, no holder of notesmay institute any action against us under the indenture unless:

 

  

the holder has previously given to the Trustee written notice of default and continuance of that default;

 

  

the holders of at least 25% in principal amount of the notes have requested in writing that the Trustee institutethe action;

 

  

the requesting holders have offered the Trustee security or indemnity satisfactory to it for expenses andliabilities that may be incurred by bringing the action;

 

  

the Trustee has not instituted the action within 60 days after the request; and

 

  

the Trustee has not received inconsistent direction by the holders of a majority in principal amount of theoutstanding notes.

Notwithstanding the foregoing, each holder of notes of any series has the right, which is absoluteand unconditional, to receive payment of the principal of, and premium and interest, if any, on, the notes when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of that holderof notes.

 

31


Table of Contents

We will be required to file annually with the Trustee a certificate, signed by an officer ofthe Company, stating whether or not the officer knows of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.

Discharge, Defeasance and Covenant Defeasance

We can discharge or defease our obligations under the indenture and the notes as set forth below.

We may discharge our obligations to holders of notes that have not already been delivered to the Trustee for cancellation and that have becomedue and payable within one year (or are scheduled for redemption within one year). We may effect a discharge by irrevocably depositing with the Trustee cash, as trust funds, in an amount sufficient (without reinvestment) to pay when due, whether atmaturity, upon redemption or otherwise, the principal of, and premium, if any, and interest on, the notes.

We may also discharge any andall of our obligations to holders of notes at any time (“legal defeasance”). We also may be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the indenture,and we may omit to comply with those covenants without creating an Event of Default (“covenant defeasance”). We may effect legal defeasance and covenant defeasance only if, among other things:

 

  

we irrevocably deposit with the Trustee cash or U.S. government obligations, as trust funds, in an amountcertified by a written opinion of a nationally recognized firm of independent certified public accountants to be sufficient (without reinvestment) to pay when due (whether at maturity, upon redemption, or otherwise) the principal of, and premium, ifany, and interest on all outstanding notes; and

 

  

we deliver to the Trustee an opinion of counsel from a nationally recognized law firm to the effect that theholders and beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance or covenant defeasance and that legal defeasance or covenant defeasance will not otherwisealter the holders’ and beneficial owners’ U.S. federal income tax treatment of principal, premium, if any, and interest payments on the notes, which opinion, in the case of legal defeasance, must be based on a ruling of the InternalRevenue Service or a change in U.S. federal income tax law issued or pronounced after the date of this prospectus.

Although we may discharge or defease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, amongother things, our duty to register the transfer or exchange of any notes, to replace any temporary, mutilated, destroyed, lost or stolen notes or to maintain an office or agency in respect of the notes.

Book-Entry System

The certificatesrepresenting the notes will be issued in the form of one or more fully-registered global notes without coupons (the “Global Note”) and will be deposited with, or on behalf of, the Depository and registered in the name of Cede &Co., as the nominee of the Depository. Except in limited circumstances, the notes will not be issuable in definitive form. Unless and until they are exchanged in whole or in part for the individual notes represented thereby, any interests in theGlobal Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee of the Depository to asuccessor depository or any nominee of such successor.

The Depository is under no obligation to provide its services as depositary forthe certificates of any series and may discontinue providing its services at any time. Neither we nor the Trustee will have any responsibility for the performance by the Depository or its direct or indirect participants under the rules andprocedures governing the Depository. As noted above, owners of beneficial interests in the Global Note will not receive

 

32


Table of Contents

certificates representing their interests. However, we will prepare and deliver certificates for the notes of that series in exchange for beneficial interests in the Global Note if:

 

  

the Depository notifies us that it is unwilling or unable to continue as a depositary for the Global Note of anyseries or if the Depository ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days after the notification or of our becoming aware of the Depository’s ceasing to be soregistered, as the case may be;

 

  

we determine, in our sole discretion, not to have the notes of any series represented by one or more GlobalNotes; or

 

  

an Event of Default has occurred and is continuing with respect to the debt securities of any series, and theDepository wishes to exchange such Global Note for definitive certificated debt securities.

Any beneficial interest ina Global Note that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for notes in definitive certificated form registered in the names that the depositary shall direct. It is expected that thesedirections will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the Global Note.

The Depository has advised us that the Depository is a limited-purpose trust company organized under the New York Banking Law, a “bankingorganization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registeredpursuant to the provisions of Section 17A of the Exchange Act. The Depository holds securities that its participants (“Direct Participants”) deposit with the Depository. The Depository also facilitates the post-trade settlement amongDirect Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement ofsecurities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. The Depository is a wholly owned subsidiary of The DepositoryTrust & Clearing Corporation (“DTCC”). DTCC is the holding company for the Depository, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned bythe users of its regulated subsidiaries. Access to the Depository system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain acustodial relationship with a Direct Participant, either directly or indirectly.

Conveyance of notices and other communications by theDepository to Direct Participants, by Direct Participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time totime.

Redemption notices shall be sent to the Depository or its nominee. If less than all of the notes are being redeemed, the Depositorywill reduce the amount of the interest of Direct Participants in such notes in accordance with its procedures.

A beneficial owner ofnotes shall give written notice to elect to have its notes repurchased or tendered, through its participant, to the Trustee and shall effect delivery of such notes by causing the Direct Participant to transfer the participant’s interest in suchnotes, on the Depository’s records, to the Trustee. The requirement for physical delivery of notes in connection with a repurchase or tender will be deemed satisfied when the ownership rights in such notes are transferred by Direct Participantson the Depository’s records and followed by a book-entry credit of such notes to the Trustee’s Depository account. In connection with any proposed transfer outside the book-entry only system, there shall be provided to the Trustee allinformation necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the informationprovided to it and shall have no responsibility to verify or ensure the accuracy of such information.

 

33


Table of Contents

In any case where a vote may be required with respect to the notes of any series, neitherthe Depository nor Cede & Co. will give consents for or vote such global debt securities. Under its usual procedures, the Depository will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns theconsenting or voting rights of Cede & Co. to those Direct Participants to whose accounts the notes are credited on the record date identified in a listing attached to the omnibus proxy.

Principal of and premium, if any, and interest, if any, on the Global Note will be paid to Cede & Co., as nominee of the Depository.The Depository’s practice is to credit Direct Participants’ accounts on the relevant payment date unless the Depository has reason to believe that it will not receive payments on the payment date. Payments by direct and indirectparticipants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be theresponsibility of participants and not of the Depository or us, subject to any legal requirements in effect from time to time. Payment of principal, premium, if any, and interest, if any, to Cede & Co. is our responsibility, disbursement ofpayments to Direct Participants is the responsibility of the Depository, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

The rules applicable to the Depository and its Direct Participants are on file with the SEC. The information in this section concerning theDepository and the Depository’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Same-Day Funds Settlement and Payment

All payments of principal, premium if any, and interest in respect of notes in book-entry form will be made by us in immediately availablefunds to the accounts specified by the Depository.

Governing Law

The indenture and old notes are, and the exchange notes will be, governed by, and construed in accordance with, the laws of the State of NewYork applicable to agreements made or instruments entered into and, in each case, performed in that state.

Concerning the Trustee

Wells Fargo Bank, National Association is the trustee under the indenture with respect to the notes and will also serve as the registrar andpaying agent. We maintain corporate trust relationships in the ordinary course of business with the Trustee. The Trustee is also serving as the exchange agent for the exchange offer.

 

34


Table of Contents

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax consequences of an exchange of unregistered old notes forregistered exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations relating to the exchange offer or the exchange notes. This summary is based on current provisions of theInternal Revenue Code of 1986, as amended, which we refer to as the “Code,” applicable Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and pronouncements of the Internal RevenueService, all as in effect as of the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary is for general information only and does not purport to address allaspects of United States federal income taxation that may be relevant to particular holders in light of their particular circumstances and does not apply to holders subject to special rules under the U.S. federal income tax laws (including, forexample, persons subject to special rules applicable to former citizens and residents of the United States, banks or other financial institutions, persons subject to the alternative minimum tax, grantor trusts, entities or arrangements treated aspartnerships for U.S. federal income tax purposes (or investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, real estate investment trusts, regulated investment companies, realestate mortgage investment conduits, insurance companies, tax-exempt entities, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, persons holding notes in connection with a hedgingtransaction, straddle, conversion transaction or other integrated transaction, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, and corporations treated as “personal holding companies,”“controlled foreign corporations,” or “passive foreign investment companies”). In addition, this summary is limited to persons that hold the old notes and that will hold the exchange notes as “capital assets”within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address United States federal tax laws other than those pertaining to the federal income tax (such as the gift tax, the estate taxand the Medicare tax) or the effect of any applicable state, local or foreign tax laws. You are urged to consult your own tax advisor regarding the United States federal, state, local and foreign tax consequences of exchanging the old notes forexchange notes and of holding and disposing of the exchange notes given your particular situation.

For purposes of this summary, a“U.S. Holder” is a beneficial owner of an exchange note that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation created in or organized underthe law of the United States or any state or political subdivision thereof, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust(A) the administration of which is subject to the primary supervision of a United States court and with respect to which one or more United States persons have the authority to control all substantial decisions of the trust, or (B) thathas in effect a valid election under applicable United States Treasury regulations to be treated as a United States person. If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes)is a beneficial owner of exchange notes, the treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A holder of exchange notes that is a partnership and partners in sucha partnership are urged to consult their tax advisors about the United States federal income tax consequences of the exchange offer and of the holding and disposing of exchange notes.

The exchange of an old note for an exchange note pursuant to the exchange offer generally will not constitute a taxable exchange for UnitedStates federal income tax purposes because the exchange notes generally will not be considered to differ materially in kind of extent from the old notes. Rather, the exchange note you receive will be treated for United States federal income taxpurposes as a continuation of your investment in the corresponding old note surrendered in the exchange offer. Consequently, you generally will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to theexchange offer, your holding period for an exchange note generally will include your holding period of the old note exchanged therefor, and your tax basis in an exchange note generally will be the same as your adjusted tax basis in the old noteimmediately before such exchange. The United States federal income tax consequences of holding and disposing of an exchange note received pursuant to the exchange offer generally will be the same as the United States federal income tax consequencesof holding and disposing of an old note.

 

35


Table of Contents

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for old notes where such oldnotes were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale or other transfer of such exchange notes. This prospectus, as it may be amended orsupplemented from time to time, may be used by such a broker-dealer in connection with resales or other transfers of such exchange notes. To the extent any such broker-dealer participates in the exchange offer, we have agreed that, for a period ofup to 180 days after the completion of the exchange offer, upon request of such broker-dealer, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resales or other transfersof exchange notes, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.

We will not receive any proceeds from any resales or other transfers of exchange notes by such broker-dealers. Exchange notes received by suchbroker-dealers for their own accounts pursuant to the exchange offer may be resold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or acombination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers ordealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any such broker-dealer that resells exchange notes that were received by it for its own accountpursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” of the exchange notes within the meaning of the Securities Act, and any profit on anysuch resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it willdeliver and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” of the exchange notes within the meaning of the Securities Act.

 

36


Table of Contents

LEGAL MATTERS

Certain legal matters with respect to the validity of the exchange notes offered by this prospectus have been passed upon for us by Morgan,Lewis & Bockius LLP, New York, New York.

EXPERTS

The consolidated financial statements of BGC Partners, Inc. appearing in BGC Partners, Inc.’s Annual Report (Form 10-K) for the yearended December 31, 2018 (including the schedule appearing therein), and the effectiveness of BGC Partners, Inc.’s internal control over financial reporting as of December 31, 2018, have been audited by Ernst & Young LLP, independentregistered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on theauthority of such firm as experts in accounting and auditing.

Ernst & Young LLP’s report on the consolidated financialstatements and financial statement schedule of BGC Partners, Inc. is based in part in reliance upon KPMG LLP, independent registered public accounting firm, with respect to the consolidated financial statements of Berkeley Point Financial LLC forthe year ended December 31, 2016, not incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

37


Table of Contents

Annex A

LETTER OF TRANSMITTAL

BGC PARTNERS, INC.

OFFER TO EXCHANGE

$300,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING

3.750% SENIOR NOTES DUE 2024

FOR

$300,000,000AGGREGATE PRINCIPAL AMOUNT OF

3.750% SENIOR NOTES DUE 2024

THAT HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2019, UNLESS EXTENDED (SUCH TIME AND DATE, OR THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER HASBEEN EXTENDED, THE “EXPIRATION DATE”). TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

CorporateTrust Operations

MAC N9300-070

600 South Fourth Street

Minneapolis, MN 55402

Telephone:1-800-344-5128

Facsimile: 612-667-6282

Theundersigned acknowledges that he or she has received the prospectus, dated                     , 2019 (the “Prospectus”), of BGC Partners,Inc., a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) an aggregate principalamount of up to $300,000,000 of the Company’s outstanding 3.750% Senior Notes due 2024 (the “Old Notes”), for an aggregate principal amount of up to $300,000,000 of the Company’s 3.750% Senior Notes due 2024 (the “ExchangeNotes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).

The terms of the Exchange Notes aresubstantially identical to the terms (including principal amount, interest rate and maturity) of the Old Notes except that the Exchange Notes have been registered under the Securities Act and, therefore, are freely transferable. For each Old Noteaccepted for exchange, the holder of such Old Note will receive an Exchange Note having a principal amount equal to that of the surrendered Old Note.

Capitalized terms used herein but not defined herein shall have the same meanings given to them in the Prospectus. The Exchange Offer is subject to all of theterms and conditions set forth in the Prospectus. In the event of any conflict between the Letter of Transmittal and the Prospectus, the Prospectus shall govern.

The Company reserves the right to extend the Exchange Offer at its discretion, in which case the term “Expiration Date” shall mean the latest timeand date to which the Exchange Offer is extended. If the Company extends the Exchange Offer, it will give oral (any such oral notice to be promptly confirmed in writing) or written notice of the extension to the Exchange Agent and give eachregistered holder of Old Notes notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled expiration date.

 

A-1


Table of Contents

The Old Notes are represented by global securities in fully registered form without coupons. Beneficialinterest in the Old Notes are held by direct or indirect participants in The Depository Trust Company (“DTC”) through certificateless depository interests and are shown on, and transfers of the Old Notes can be made only through, recordsmaintained in book-entry form by DTC with respect to its participants. Accordingly, tenders of Old Notes in the Exchange Offer may only be made using the Automated Tender Offer Program (“ATOP”) of DTC pursuant to the procedures set forthin the Prospectus under the caption “The Exchange Offer – Procedures For Tendering Old Notes.” If you wish to exchange your Old Notes for Exchange Notes pursuant to Exchange Offer, you must transmit to the Exchange Agent, prior to theexpiration of the Exchange Offer, a computer-generated message transmitted through DTC’s ATOP system and received by the Exchange Agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be boundby the terms of this Letter of Transmittal.

By using the ATOP procedures to tender the Old Notes, you will not be required to deliver this Letter ofTransmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgements and the representations and warranties set forth herein.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

 

A-2


Table of Contents

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to theconditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes credited by the tendering holder to the Exchange Agent’s account at DTC using ATOP. Subject to, and effective upon, theacceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby represents that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby andthat the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned further representsthat: (i) any Exchange Notes acquired by the undersigned pursuant to the Exchange Offer are being acquired in the ordinary course of the undersigned’s business, (ii) the undersigned is not engaging in and does not intend to engage ina distribution (within the meaning of the Securities Act) of the Exchange Notes, (iii) the undersigned does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of theSecurities Act) of the Exchange Notes, (iv) the undersigned is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act, (v) the undersigned is not a broker-dealer tendering Old Notes acquireddirectly from the Company for its own account, and (vi) the undersigned is not acting on behalf of any person that could not truthfully make these representations.

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, where the Old Notes were acquired bysuch broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it will comply with the prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of the ExchangeNotes received in the Exchange Offer. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), toassign, transfer and deliver the Old Notes, or cause the Old Notes to be assigned, transferred and delivered to the Company, and to deliver all accompanying evidences of transfer and authenticity, and present such Old Notes for transfer on the booksof the registrar for the Old Notes, and to receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Old Notes, all in accordance with the terms of the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale,assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs,personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawnonly in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

By crediting the OldNotes to the Exchange Agent’s account at DTC using ATOP and by complying with the applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes allprovisions of this Letter of Transmittal (including all representations of warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter ofTransmittal to the Exchange Agent.

The undersigned acknowledges that the Exchange Notes will be issued in full exchange for the Old Notes in the ExchangeOffer, if consummated, and will be delivered in book-entry form by credit to the account of the applicable participant at DTC.

 

A-3


Table of Contents

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Procedures for Tendering; Beneficial Holders. Old Notes may be tendered in the Exchange Offer only through DTC’s ATOP system. If you are thebeneficial owner of Old Notes that are held in the name of a broker, dealer, commercial bank, trust company, other financial institution or other nominee, and you wish to tender your Old Notes in the Exchange Offer, you should promptly contact theperson in whose name your Old Notes are held and instruct that person to tender on your behalf.

2. Partial Tenders. Tenders of Old Notes will beaccepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

3. No Conditional Tenders. No alternative,conditional, irregular or contingent tender or transmittal of this Letter of Transmittal will be accepted.

4. Validity of Tenders. All questionsas to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company, which determination will be final and binding. The Company reserves the absolute right to rejectany and all tenders of Old Notes not in proper form or the acceptance of which for exchange may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any conditions of the Exchange Offer orany defect or irregularity in the tender of Old Notes. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties.Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, nor the Exchange Agent, nor any other person shall be under any duty to givenotification of defects or irregularities to holders of Old Notes or incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived, or if Old Notes are submitted in principal amount greater than the principal amount of Old Notesbeing tendered, such unaccepted or non-exchanged Old Notes will be returned by the Exchange Agent to the tendering holders by credit to the DTC accounts of the applicable DTC participants, as soon aspracticable following the Expiration Date.

5. Waiver of Conditions. The Company reserved the absolute right to waive any of the conditionsin the Exchange Offer in the case of any tendered Old Notes.

6. Requests for Assistance or Additional Copies. Questions and requests forassistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated herein. Holders may also contact their broker, dealer, commercial bank,trust company or other nominee for assistance concerning the Exchange Offer.

 

A-4


Table of Contents

 

 

 

 

 

 

 

LOGO

Offer to Exchange

$300,000,000 aggregate principal amount of 3.750% Senior Notes due 2024

For

$300,000,000aggregate principal amount of 3.750% Senior Notes due 2024 registered under the Securities Act of 1933, as amended

 

 

PROSPECTUS

 

 

 

 

 

 

 

 

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors andofficers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending orcompleted actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of otherrights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Restated Certificate of Incorporation and Amended and Restated Bylawsprovide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporationshall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or itsstockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or(4) for any transaction from which the director derived an improper personal benefit. The Registrant’s Restated Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

The Registrant maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against lossarising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant, and (2) to the Registrant with respect to payments which may be made by the Registrant tosuch directors and officers pursuant to any indemnification provision contained in the Registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws or otherwise as a matter of law.

 

Item 21.

Exhibits and Financial Schedules.

(a) Exhibits.

The Exhibit Indexset forth below is hereby incorporated by reference in response to this Item 21.

EXHIBIT INDEX

The following exhibits are included or incorporated by reference in this registration statement on Form S-4. Certain documents have beenpreviously filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, by BGC Partners, Inc. (Commission File Number: 0-28191):

 

Exhibit

Number

  

Description ofExhibits

  4.1  Indenture, dated as of September 27, 2019, by and between BGC Partners, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)
  4.2  First Supplemental Indenture, dated as of September 27, 2019, by and between BGC Partners, Inc. and Wells Fargo Bank, National Association, asTrustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)
  4.3  Form of 3.750% Senior Notes due 2024 (included as Exhibit A to Exhibit 4.2 above)

 

II-1


Table of Contents

Exhibit

Number

  

Description ofExhibits

 

  4.4

  

 

Registration Rights Agreement, dated as of September 27, 2019, by and between BGC Partners, Inc. and the parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

  5  Opinion of Morgan, Lewis & Bockius LLP
23.1  Consent of Ernst & Young LLP, independent registered public accounting firm
23.2  Consent of KPMG LLP, independent registered public accounting firm
23.3  Consent of Morgan, Lewis & Bockius LLP (included in the opinion filed as Exhibit 5)
24  Powers of Attorney (included on the signature page to this registration statement)
25  Statement of Eligibility on Form T-1 of U.S. Bank National Association, as trustee

(b) Financial Statement Schedules.

All schedules for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission are notrequired or are inapplicable and therefore have been omitted, or the required information has been incorporated by reference herein or disclosed in the financial statements which form a part of this registration statement.

 

Item 22.

Undertakings.

The undersigned Registrant hereby undertakes:

 

 (a)

To file, during any period in which offers or sales are being made, a post-effective amendment to thisregistration statement:

 

 (i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “SecuritiesAct”);

 

 (ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in thevolume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectusfiled with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement; and

 

 (iii)

to include any material information with respect to the plan of distribution not previously disclosed in theregistration statement or any material change to such information in the registration statement.

 

 (b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendmentshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 (c)

To remove from registration by means of a post-effective amendment any of the securities being registered whichremain unsold at the termination of the offering.

 

 (d)

That, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant issubject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or

 

II-2


Table of Contents
 other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used aftereffectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into theregistration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement orprospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 (e)

That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser inthe initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell thesecurities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell suchsecurities to such purchaser:

 

 (i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to befiled pursuant to Rule 424;

 

 (ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant orused or referred to by the undersigned Registrant;

 

 (iii)

The portion of any other free writing prospectus relating to the offering containing material information aboutthe undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

 (iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

 (f)

That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’sannual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.

 

 (g)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy asexpressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controllingperson of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of itscounsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the finaladjudication of such issue.

 

 (h)

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to theeffective date of the registration statement through the date of responding to the request.

 

 (i)

To supply by means of a post-effective amendment all information concerning a transaction, and the companybeing acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

II-3


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, BGC Partners, Inc. has duly caused this registration statement to be signed on its behalfby the undersigned, thereunto duly authorized, in New York, New York on October 11, 2019.

 

BGC PARTNERS, INC.

/s/ Howard W. Lutnick

Name: Howard W. Lutnick
Title: 

Chairman of the Board and Chief

ExecutiveOfficer

POWER OF ATTORNEY

Each of the undersigned, whose signature appears below, hereby constitutes and appoints Howard W. Lutnick and Stephen M. Merkel, and each ofthem, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registrationstatement, whether pre-effective or post-effective, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his ortheir substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, asfully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done byvirtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the followingpersons on behalf of the registrant, BGC Partners, Inc., in the capacities and on the date indicated.

 

Signature

  

Capacity in Which Signed

  

Date

 

/s/ Howard W.Lutnick

Howard W. Lutnick

  

Chairman of the Board and Chief Executive

Officer (Principal Executive Officer)

  October 11, 2019

 

/s/ Sean A.Windeatt

Sean A. Windeatt

  Chief Operating Officer and Interim Chief Financial Officer (Principal Financial Officer)  October 11, 2019

 

/s/ Sean P.Galvin

Sean P. Galvin

  Chief Accounting Officer (Principal Accounting Officer)  October 11, 2019

 

/s/ Linda A. Bell

Linda A. Bell

  Director  October 11, 2019

 

/s/ Stephen T.Curwood

Stephen T. Curwood

  Director  October 11, 2019

 

/s/ William J.Moran

William J. Moran

  Director  October 11, 2019

 

/s/ David P.Richards

David P. Richards

  Director  October 11, 2019

 

II-4

Comments

AmericanBanking-profile-image
US Banking News @AmericanBanking - 17 hours ago
BGC Partners $BGCP Scheduled to Post Earnings on Thursday https://t.co/DTRA9W3Ahy #stocks
newswelldone-profile-image
Breaking News @newswelldone - 4 days ago
$BGCP: kACE partners with China’s Hangzhou Erayintong Software Limited …: https://t.co/t55KYNcD5A
newsfilterio-profile-image
newsfilter.io @newsfilterio - 4 days ago
kACE partners with China's Hangzhou Erayintong Software Limited to offer Electronic Distribution of FX Options in C… https://t.co/hQW8cFMS2h
fintel_io-profile-image
Fintel.io @fintel_io - 6 days ago
$BGCP / BGC Partners files form S-4 https://t.co/bOdptUrs2P
TickerSentiment-profile-image
Investor Sentiment @TickerSentiment - 7 days ago
Sentiment for $bgcp out of 3 total scores; 100 % is positive and 0 % is negative. #sentiment https://t.co/KrD7x4RhAW