Deadline for Consent is 5 PM New York City Time on January 12, 2016
Consent Fee is at Least $7.50 per $1,000 and as Much as Approximately $15.00 per $1,000
Offer Provides for a Total Consent Fee of $1,800,000 Only for Consenting Bondholders to Share if at least a Majority Consent
GFI Does Not Intend to Call or Repurchase the Notes
NEW YORK, Dec. 22, 2015 /PRNewswire/ -- GFI Group Inc. (OTC: GFIG) ("GFI") announced today that it has commenced a consent solicitation ("Consent Solicitation") with respect to its 8.375% Senior Notes due 2018 (CUSIP No. 361652AA8) (the "Notes") which have been fully and unconditionally guaranteed by BGC Partners, Inc. (NASDAQ: BGCP) ("BGC Partners," "BGC").
GFI is soliciting consents from holders of record as of 5:00 p.m., New York City time, on December 21, 2015 (such date and time, the "Record Date") to amend the Indenture to modify the reporting covenant contained therein to provide that, so long as BGC (or another entity that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and directly or indirectly controls GFI) guarantees the Notes, the reports that it files with the Securities and Exchange Commission (the "SEC") will be required to be furnished to the Trustee in lieu of GFI's SEC reports (the "Proposed Amendment"). The Indenture currently requires GFI to file annual, quarterly and other reports with the SEC within the time periods specified in the SEC's rules and regulations, whether or not required by the rules and regulations of the SEC. The Proposed Amendment will be effected by a supplemental indenture (the "Supplemental Indenture") to the Indenture, dated as of July 19, 2011 (as supplemented or amended, the "Indenture"), by and among GFI, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), governing the Notes.
The Consent Solicitation includes an aggregate Consent Fee of $1,800,000 to be shared by all consenting holders in the event that holders of at least a majority of the Notes consent and the other conditions applicable to the Consent Solicitation are satisfied or waived. The Consent Fee will be an amount, per $1,000 principal amount of Notes for which a holder has delivered (prior to the Expiration Time, as defined below) and not revoked (prior to the Consent Time, as defined below) its consent, equal to the product of $7.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Time and the denominator of which is the aggregate principal amount of Notes for which holders deliver and do not revoke consents. As a result, the Consent Fee will range from $7.50 per $1,000 (if all holders consent) to approximately $15.00 per $1,000 (if holders of only a majority of the outstanding Notes consent). Holders who do not deliver or who revoke consents will not receive any payment. The aggregate $1,800,000 Consent Fee will be paid promptly following the Expiration Date and the satisfaction or waiver of the other conditions.
GFI expects that, promptly after receipt of the requisite consents on or prior to the Expiration Date, GFI, BGC and the Trustee will execute the Supplemental Indenture. Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the "Consent Time"). The Supplemental Indenture will become effective immediately upon execution at the Consent Time, but the Proposed Amendment will not become operative until payment of the Consent Fee. Holders should note that the Consent Time may be prior to the Expiration Date and holders will not be given prior notice of such Consent Time.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on January 12, 2016 (such time and date, as may be extended or earlier terminated by GFI in its sole discretion, the "Expiration Time" and the "Expiration Date"). GFI in its sole discretion may terminate the Consent Solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received.
This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read GFI's Consent Solicitation Statement, dated December 22, 2015, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the Lead Solicitation Agent, BofA Merrill Lynch, by calling (888) 292-0070 (toll-free) or (980) 683-3215 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the Information Agent, Global Bondholder Services Corporation, by calling (212) 430-3774 (banks and brokers collect) or (866) 794-2200 (all others toll-free) or by email at info@gbsc-usa.com.
Important Notice
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this document regarding BGC's and/or GFI's businesses that are not historical facts are "forward-looking statements" that involve risks and uncertainties. Except as required by law, BGC and/or GFI undertake no obligation to release any revisions to any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC's and/or GFI's respective Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in their respective public filings, including their most recent Forms 10-K and any updates to such risk factors contained in subsequent Forms 10-Q or Forms 8-K.
About GFI Group Inc.
Founded in 1987 and headquartered in New York, GFI is majority-owned by, and operates as a division of BGC Partners, Inc. GFI is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants. More than 2,500 institutional clients benefit from GFI's know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.
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