Amendment No. 14 to Schedule TO

0001193125-15-030527.txt : 20150203 0001193125-15-030527.hdr.sgml : 20150203 20150203090654 ACCESSION NUMBER: 0001193125-15-030527 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150203 DATE AS OF CHANGE: 20150203 GROUP MEMBERS: BGC GP, LLC GROUP MEMBERS: BGC HOLDINGS, L.P. GROUP MEMBERS: BGC HOLDINGS, LLC GROUP MEMBERS: BGC PARTNERS, L.P. GROUP MEMBERS: CANTOR FITZGERALD, L.P. GROUP MEMBERS: CF GROUP MANAGEMENT, INC. GROUP MEMBERS: HOWARD W. LUTNICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GFI Group Inc. CENTRAL INDEX KEY: 0001292426 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 800006224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80318 FILM NUMBER: 15569198 BUSINESS ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 212-968-4100 MAIL ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GFI Group Inc. CENTRAL INDEX KEY: 0001292426 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 800006224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80318 FILM NUMBER: 15569199 BUSINESS ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 212-968-4100 MAIL ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BGC Partners, Inc. CENTRAL INDEX KEY: 0001094831 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 134063515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-2200 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ESPEED INC DATE OF NAME CHANGE: 19990913 SC TO-T/A 1 d864224dsctota.htm AMENDMENT NO. 14 TO SCHEDULE TO Amendment No. 14 to Schedule TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 14)

GFI Group Inc.

(Name of Subject Company)

BGC Partners, L.P.

(Offeror)

BGC Partners, Inc.

(Parent of Offeror)

BGC Holdings, LLC

BGC Holdings, L.P.

BGC GP, LLC

Cantor Fitzgerald, L.P.

CF Group Management, Inc.

Howard W. Lutnick

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

361652 20 9

(CUSIP Number of Class of Securities)

BGC Partners, Inc.

499 Park Avenue

New York, New York 10022

Attention: Stephen M. Merkel, Esq.

(212) 610-2200

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, NY 10019

Attention: David K. Lam, Esq.

(212) 403-1000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$779,484,132		$90,577

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of: (1) 127,487,691 shares of common stock (“Shares”) of GFI Group Inc. (“GFI”) issued and outstanding as of December 2, 2014 as set forth in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended, plus (2) 16,193,862 Shares subject to issuance in respect of Restricted Stock Units outstanding as of September 30, 2014, as set forth in GFI’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014 (the “Form 10-Q”), plus (3) 6,316 Shares subject to issuance pursuant to exercisable options as of September 30, 2014, as set forth in the Form 10-Q, plus (4) 1,171,879 Shares subject to issuance in respect of contingently issuable shares outstanding as of September 30, 2014, as set forth in the Form 10-Q, less (5) 17,075,464 Shares owned by BGC Partners, L.P.

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0001162.

x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $90,577		Filing Party: BGC Partners, Inc.
Form or Registration No.: Schedule TO (File No. 005-80318)		Date Filed: October 22, 2014

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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

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

This Amendment No. 14 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 22, 2014 (as previously amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) by BGC Partners, Inc. (“BGC”), a Delaware corporation, and BGC Partners, L.P., a Delaware limited partnership and subsidiary of BGC (the “Purchaser”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GFI Group Inc., a Delaware corporation (“GFI”), at $6.10 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 22, 2014 (as subsequently amended and supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as subsequently amended and restated from time to time) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

As permitted by General Instruction G to Schedule TO, this Amendment No. 14 also amends the Schedule 13D, dated September 3, 2014 (the “Original 13D”) as subsequently amended (as amended, the “Amended 13D”), filed by BGC Partners, L.P., a Delaware limited partnership; BGC Holdings, LLC, a Delaware limited liability company; BGC Holdings, L.P., a Delaware limited partnership; BGC GP, LLC, a Delaware limited liability company; BGC Partners, Inc., a Delaware corporation (collectively with BGC Partners, L.P., BGC Holdings, LLC, BGC Holdings, L.P. and BGC GP, LLC, the “BGC Entities”); Cantor Fitzgerald, L.P., a Delaware limited partnership (“CFLP”); CF Group Management, Inc., a New York corporation (“CFGM”); and Howard W. Lutnick (collectively with the BGC Entities, CFLP and CFGM, the “Reporting Persons” and each, a “Reporting Person”).

Except as set forth in this Amendment, the Amended 13D is unmodified.

All capitalized terms used in this Amendment No. 14 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.


1	Names of reporting persons. BGC Partners, L.P.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,075,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,075,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,075,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4%(1)(2)
14	Type of reporting person* PN

(1)

The information set forth in Items 4, 5 and 6 of the Amended 13D is incorporated herein by reference. The 17,075,464 shares of common stock of GFI Group Inc. that may be deemed to be beneficially owned by this reporting person are held of record by BGC Partners, L.P. Does not include 45,000 shares held by its affiliate, Cantor Fitzgerald & Co.

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. BGC Holdings, LLC
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,075,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,075,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,075,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4%(1)(2)
14	Type of reporting person* OO

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. BGC Holdings, L.P.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,075,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,075,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,075,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4%(1)(2)
14	Type of reporting person* PN

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. BGC GP, LLC
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,075,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,075,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,075,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4% (1)(2)
14	Type of reporting person* OO

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. BGC Partners, Inc.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,075,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,075,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,075,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4% (1)(2)
14	Type of reporting person* CO

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. Cantor Fitzgerald, L.P.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,120,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,120,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,120,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4% (1)(2)
14	Type of reporting person* PN

(1)

The information set forth in Items 4, 5 and 6 of the Amended 13D is incorporated herein by reference. The 17,120,464 shares of common stock of GFI Group Inc. that may be deemed to be beneficially owned by this reporting person are held of record as follows: 17,075,464 shares are held of record by BGC Partners, L.P. and 45,000 shares are held of record by Cantor Fitzgerald & Co.

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. CF Group Management, Inc.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,120,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,120,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,120,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4% (1)(2)
14	Type of reporting person* CO

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.


1	Names of reporting persons. Howard W. Lutnick
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Source of funds* (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 17,120,464 (1)
		9	Sole dispositive power 0
		10	Shared dispositive power 17,120,464 (1)
11	Aggregate amount beneficially owned by each reporting person 17,120,464 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)* ¨
13	Percent of class represented by amount in Row (11) 13.4%(1)(2)
14	Type of reporting person* IN

(1)

(2)	The calculation of the 13.4% beneficial ownership is based on 127,487,691 shares of common stock reported outstanding as of December 2, 2014 in the proxy statement/prospectus filed on December 24, 2014 by CME Group Inc. pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.

Items 1 through 9; Item 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:

On January 30, 2015, BGC and the Purchaser issued a press release containing a statement following the conclusion of the special meeting of GFI stockholders where, based on preliminary tabulation, GFI stockholders rejected the CME Merger Agreement. The full text of the press release is attached as Exhibit (a)(5)(R) to the Schedule TO and is incorporated herein by reference.

On February 2, 2015, BGC and the Purchaser issued a press release commenting on GFI management’s statement that it is exploring strategic alternatives. The full text of the press release is attached as Exhibit (a)(5)(S) to the Schedule TO and is incorporated herein by reference.

The Offer to Purchase is hereby amended and supplemented as follows:

1.	The disclosure under the heading “The Offer—Section 11—Background of the Offer; Other Transactions with GFI—Background of the Offer,” is hereby amended and supplemented by adding the following text:

“On January 30, 2015, GFI held a special meeting of stockholders to approve the CME Transaction. Following the special meeting, GFI announced that GFI stockholders did not approve the proposed CME Transaction, and as a result, GFI and CME had terminated the CME Merger Agreement. Also on January 30, 2015, representatives of BGC and GFI met and discussed the announcement of the termination of the CME Transaction and other related matters.”

“On February 2, 2015, GFI issued a press release instructing its stockholders to take no action with respect to the Offer and that GFI was seeking strategic alternatives. Also, on February 2, 2015, BGC issued a press release responding to GFI’s press release. A copy of BGC’s press release is attached as Exhibit (a)(5)(S) and is incorporated herein by reference.”

Item 10.

Financial Statements.

Not applicable.

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:



(a)(5)(R)		Text of press release issued by BGC Partners, Inc., dated January 30, 2015.

(a)(5)(S)		Text of press release issued by BGC Partners, Inc., dated February 2, 2015.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2015


BGC PARTNERS, INC.

By:		/s/ Stephen M. Merkel
Name:		Stephen M. Merkel
Title:		Executive Vice President, General Counsel and Secretary

BGC PARTNERS, L.P.

By:		/s/ Stephen M. Merkel
Name:		Stephen M. Merkel
Title:		Executive Vice President, Chief Legal Officer and Secretary

BGC HOLDINGS, LLC

By:		/s/ Howard W. Lutnick
Name:		Howard W. Lutnick
Title:		Chairman and Chief Executive Officer

BGC HOLDINGS, L.P.

By:		/s/ Howard W. Lutnick
Name:		Howard W. Lutnick
Title:		Chairman and Chief Executive Officer

BGC GP, LLC

By:		/s/ Howard W. Lutnick
Name:		Howard W. Lutnick
Title:		Chairman and Chief Executive Officer

CANTOR FITZGERALD, L.P.

By:		/s/ Howard W. Lutnick
Name:		Howard W. Lutnick
Title:		Chairman, President and Chief Executive Officer

CF GROUP MANAGEMENT, INC.

By:		/s/ Howard W. Lutnick
Name:		Howard W. Lutnick
Title:		Chairman, Chief Executive Officer and Director

HOWARD W. LUTNICK

/s/ Howard W. Lutnick

EXHIBIT INDEX


(a)(1)(A)†		Offer to Purchase, dated October 22, 2014.

(a)(1)(B)†		Form of Letter of Transmittal, dated October 22, 2014.

(a)(1)(C)†		Form of Notice of Guaranteed Delivery, dated October 22, 2014.

(a)(1)(D)†		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 22, 2014.

(a)(1)(E)†		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 22, 2014.

(a)(1)(F)†		Form of summary advertisement, dated October 22, 2014.

(a)(5)(A)†		Text of press release issued by BGC Partners, Inc., dated October 22, 2014.

(a)(5)(B)†		Text of press release issued by BGC Partners, Inc., dated November 6, 2014 (incorporated by reference to Exhibit 99.1 of BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 6, 2014).

(a)(5)(C)†		Text of press release issued by BGC Partners, Inc., dated November 12, 2014.

(a)(5)(D)†		Text of press release issued by BGC Partners, Inc., dated November 19, 2014.

(a)(5)(E)†		Text of press release issued by BGC Partners, Inc., dated November 20, 2014.

(a)(5)(F)†		Text of press release issued by BGC Partners, Inc., dated December 9, 2014.

(a)(5)(G)†		Text of press release issued by BGC Partners, Inc., dated December 19, 2014.

(a)(5)(H)†		Text of press release issued by BGC Partners, Inc., dated January 7, 2015.

(a)(5)(I)†		Text of press release issued by BGC Partners, Inc., dated January 9, 2015.

(a)(5)(J)†		Text of press release issued by BGC Partners, Inc., dated January 9, 2015.

(a)(5)(K)†		Text of press release issued by BGC Partners, Inc., dated January 14, 2015.

(a)(5)(L)†		Text of press release issued by BGC Partners, Inc., dated January 15, 2015.

(a)(5)(M)†		Text of press release issued by BGC Partners, Inc., dated January 20, 2015.

(a)(5)(N)†		Text of press release issued by BGC Partners, Inc., dated January 21, 2015.

(a)(5)(O)†		Text of press release issued by BGC Partners, Inc., dated January 20, 2015.

(a)(5)(P)†		Text of press release issued by BGC Partners, Inc., dated January 28, 2015.

(a)(5)(Q)†		Text of press release issued by BGC Partners, Inc., dated January 29, 2015.

(a)(5)(R)		Text of press release issued by BGC Partners, Inc., dated January 30, 2015.

(a)(5)(S)		Text of press release issued by BGC Partners, Inc., dated February 2, 2015.

(d)(1)†		Offer Letter from BGC Partners, Inc. and BGC Partners, L.P. to GFI Group Inc., dated January 13, 2015.

(d)(2)†		Tender Offer Agreement executed and delivered by BGC Partners, Inc. and BGC Partners, L.P. (available to be countersigned by GFI Group Inc. pursuant to the terms of the Offer Letter, dated January 13, 2015).

(d)(3)†		Revised Offer Letter from BGC Partners, Inc. and BGC Partners, L.P. to GFI Group Inc., dated January 15, 2015.

(d)(4)†		Revised Tender Offer Agreement executed and delivered by BGC Partners, Inc. and BGC Partners, L.P. (available to be countersigned by GFI Group Inc. pursuant to the terms of the Revised Offer Letter, dated January 15, 2015).

(d)(5)†		Revised Offer Letter from BGC Partners, Inc. and BGC Partners, L.P. to GFI Group Inc., dated January 20, 2015.

(d)(6)†		Revised Tender Offer Agreement executed and delivered by BGC Partners, Inc. and BGC Partners, L.P. (available to be countersigned by GFI Group Inc. pursuant to the terms of the Revised Offer Letter, dated January 20, 2015).

(d)(7)†		Revised Offer Letter from BGC Partners, Inc. and BGC Partners, L.P. to GFI Group Inc., dated January 28, 2015.

(d)(8)†		Revised Tender Offer Agreement executed and delivered by BGC Partners, Inc. and BGC Partners, L.P. (available to be countersigned by GFI Group Inc. pursuant to the terms of the Revised Offer Letter, dated January 28, 2015).

†	Previously filed

EX-99.A5R 2 d864224dex99a5r.htm EX-99.(A)(5)(R) EX-99.(a)(5)(R)

Exhibit (a)(5)(R)

LOGO

GFI SHAREHOLDERS STRONGLY REJECT THE PROPOSED CME-GFI MANAGEMENT MERGER PROPOSAL

A Rejection by GFI Shareholders Would Mean that BGC’s Tender Offer is the Only Remaining Takeover Offer

BGC Urges GFI Shareholders to Tender Their Shares into BGC’s $6.10 Per Share Offer

NEW YORK, NY – January 30, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today issued a statement following the conclusion of the special meeting of GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”) where, based on preliminary tabulation by the independent inspector, shareholders rejected the proposed merger agreement with CME Group Inc. (NASDAQ: CME) (“CME”).

Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: “We believe that the proposed CME-GFI management merger failed by an overwhelming margin. We appreciate this apparently strong rejection by the disinterested GFI shareholders, and feel that it reflects their belief that our offer has always been both very credible and clearly superior to the alternative.

“We remain fully committed to completing our all-cash tender offer of $6.10 per share, which remains open to GFI shareholders. Since a rejection by GFI shareholders would end any possibility of the CME-GFI management merger being completed, our tender offer is the only viable option for GFI stockholders seeking to maximize the value for their shares. We therefore strongly urge them to tender their shares into our clearly superior offer and we are prepared to move quickly to complete this transaction.”

As previously announced, BGC’s tender offer is scheduled to expire at 5:00 PM ET on February 3, 2015, unless extended.

Stockholders with questions about how to tender their shares may call Innisfree M&A Incorporated, BGC’s Information Agent, toll-free at (888) 750-5884.

BGC’s financial advisor and dealer manager for the tender offer is Cantor Fitzgerald & Co. and its legal advisor is Wachtell, Lipton, Rosen & Katz.

About BGC Partners, Inc.

LOGO

Market Data brands, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and markets. Through the Newmark Grubb Knight Frank brand, BGC offers a wide range of commercial real estate services including leasing and corporate advisory, investment sales and financial services, consulting, project and development management, and property and facilities management. BGC’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. BGC’s common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: BGCP). BGC also has an outstanding bond issuance of Senior Notes due June 15, 2042, which trade on the New York Stock Exchange under the symbol (NYSE: BGCA). BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com.

BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are trademarks and service marks of BGC Partners, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited.

Important Additional Information

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of GFI Group Inc. (“GFI”) or any other securities. BGC Partners, Inc. and its subsidiary BGC Partners, L.P. have commenced a tender offer for all outstanding shares of common stock of GFI and have filed with the Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO (including an Offer to Purchase, a Letter of Transmittal and related documents). These documents, as they may be amended from time to time, contain important information, including the terms and conditions of the tender offer, and shareholders of GFI are advised to carefully read these documents before making any decision with respect to the tender offer. Investors and security holders may obtain a free copy of documents filed with respect to the tender offer at the SEC’s website at www.sec.gov. These materials are also available to GFI Group security holders at no expense to them at http://ir.bgcpartners.com or by calling BGC Partners’ information agent, Innisfree M&A Incorporated, toll-free at (888) 750-5884.

Discussion of Forward-Looking Statements by BGC Partners

Statements in this document regarding BGC Partners’ business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Except as required by law, BGC undertakes 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 Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in the Company’s public filings, including BGC’s most recent Form 10-K and any updates to such risk factors contained in subsequent Form 10-Q or Form 8-K filings.

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BGC Media Contacts:

George Sard / Bryan Locke / Bob Rendine

Sard Verbinnen & Co

+1-212-687-8080


Hannah Sloane +1 212-294-7938		Sarah Laufer +1 212-915-1008

BGC Investor Contacts:

Jason McGruder +1 212-829-4988		Jason Chryssicas +1 212-915-1987

EX-99.A5S 3 d864224dex99a5s.htm EXHIBIT 99.(A)(5)(S) Exhibit 99.(a)(5)(S)

Exhibit (a)(5)(S)

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BGC PARTNERS URGES SHAREHOLDERS TO DISREGARD GFI’S ODD CLAIM THAT IT “WILL EXPLORE STRATEGIC ALTERNATIVES” AND PROMPTLY TENDER INTO THE BEST AND ONLY OFFER AVAILABLE

BGC’s Tender Offer Provides GFI Shareholders with Significant Value, Certainty and Speed to Closing

BGC Urges GFI Shareholders to Tender Their Shares Into BGC’s $6.10 Per Share Offer by the February 3 Deadline

NEW YORK, NY – February 2, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today responded to the odd announcement by GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”) that it “will explore strategic alternatives.”

Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: “BGC’s $6.10 per share all-cash tender offer is both the highest price offered for GFI and the only proposal that remains actionable by GFI’s shareholders. GFI and its management team have been exploring ‘strategic’ alternatives for their company for a year and a half, and decided based on this exploration that the now defunct $4.55 per share was the price that GFI shareholders should have accepted. The statements by GFI’s management team in their July, 30 2014 press say it all: ‘…Optimizing GFI’s value for stockholders has been a goal of management since becoming a public company in 2005 and this [$4.55 per share ] transaction represents a singular and unique opportunity to return value [to GFI shareholders.]’

“GFI shareholders must decide for themselves whether or not they should listen to GFI’s conflicted management team and board, or if they should tender their shares to us for $6.10 per share in cash tomorrow. Tendering shares to us is the only prudent action left, and the only way for GFI shareholders to get the certain value they deserve now. Waiting on management to come up with ‘alternatives’ that may never materialize is a fool’s errand which must end here and now.

“It is time for GFI’s board to stop hiding behind management’s illusory claims, which may mislead investors about our offer in order to protect GFI management’s conflicted and insider position. The GFI Special Committee, which excludes the executive members of the board, has already found BGC’s offer to be a compelling option for shareholders, and so the board must act in the interest of all GFI shareholders by accepting BGC’s offer.”

Mr. Lutnick concluded: “We are prepared to act quickly to complete our all-cash offer of $6.10 per share which delivers significant value to shareholders and provides certainty and speed to closing. We have financing in place and have already received the requisite regulatory approvals necessary to close. We urge GFI shareholders to tender their shares by tomorrow’s deadline in order to realize the value to which they are entitled.”

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As previously announced, BGC’s tender offer is scheduled to expire at 5:00 PM ET on February 3, 2015, unless extended.

Stockholders with questions about how to tender their shares may call Innisfree M&A Incorporated, BGC’s Information Agent, toll-free at (888) 750-5884.

BGC’s financial advisor and dealer manager for the tender offer is Cantor Fitzgerald & Co. and its legal advisor is Wachtell, Lipton, Rosen & Katz.

About BGC Partners, Inc.

BGC Partners is a leading global brokerage company servicing the financial and real estate markets. Products include fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit derivatives, commercial real estate, commodities, futures, and structured products. BGC also provides a wide range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a broad range of financial and non-financial institutions. Through its BGC Trader and BGC Market Data brands, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and markets. Through the Newmark Grubb Knight Frank brand, BGC offers a wide range of commercial real estate services including leasing and corporate advisory, investment sales and financial services, consulting, project and development management, and property and facilities management. BGC’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. BGC’s common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: BGCP). BGC also has an outstanding bond issuance of Senior Notes due June 15, 2042, which trade on the New York Stock Exchange under the symbol (NYSE: BGCA). BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com.

BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are trademarks and service marks of BGC Partners, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited.

Important Additional Information

LOGO

Discussion of Forward-Looking Statements by BGC Partners

BGC Media Contacts:

George Sard / Bryan Locke / Bob Rendine

Sard Verbinnen & Co

+1-212-687-8080


Hannah Sloane		Sarah Laufer
+1 212-294-7938		+1 212-915-1008

BGC Investor Contacts:

Jason McGruder		Jason Chryssicas
+1 212-829-4988		+1 212-915-1987

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