SC TO-T

Present Principal Occupation or Employment; Five-Year Employment History

Howard W. Lutnick

Mr. Lutnick is the Chairman of our Board of Directors, a position in which he has served from June 1999 to the present. He served as Chief Executive Officer from June 1999 to April 1, 2008. He served as Co-Chief Executive Officer from April 1, 2008 until December 19, 2008, after which time he has again been serving as sole Chief Executive Officer. Mr. Lutnick was our President from September 2001 to May 2004 and became our President again from January 2007 to April 1, 2008. Mr. Lutnick joined Cantor Fitzgerald, L.P. (“Cantor”) in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick’s company, CF Group Management, Inc., is the managing general partner of Cantor. Mr. Lutnick is Co-Chairman of the Board of Managers of Haverford College, a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Executive Committee of the USS Intrepid Museum Foundation’s Board of Trustees, the Board of Directors of the Solomon Guggenheim Museum Foundation, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11 Memorial & Museum, and the Board of Directors of the Partnership for New York City. In addition, Mr. Lutnick is Chairman of the supervisory board of the Electronic Liquidity Exchange, a fully electronic futures exchange.

John H. Dalton

Mr. Dalton has been a director of our Company since February 2002. In January 2005, Mr. Dalton became the President of the Housing Policy Council of the Financial Services Roundtable, a trade association composed of large financial services companies. Mr. Dalton was President of IPG Photonics Corp., a company that designs, develops and manufactures a range of advanced amplifiers and lasers for the telecom and industrial markets, from September 2000 to December 2004. Mr. Dalton served as Secretary of the United States Navy from July 1993 to November 1998. He also serves on

0001193125-14-378044.txt : 20141022 0001193125-14-378044.hdr.sgml : 20141022 20141022061353 ACCESSION NUMBER: 0001193125-14-378044 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20141022 DATE AS OF CHANGE: 20141022 GROUP MEMBERS: BGC PARTNERS, L.P. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-80318 FILM NUMBER: 141166780 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 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 1 d807022dsctot.htm SC TO-T SC TO-T

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

GFI Group, Inc.

(Name of Subject Company)

BGC Partners, L.P.

(Offeror)

BGC Partners, Inc.

(Parent of Offeror)

(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**
$665,901,558		$77,378

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of: (1) 126,541,799 shares of common stock (“Shares”) of GFI Group, Inc. (“GFI”) issued and outstanding as of July 31, 2014 as set forth in GFI’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014 (the “Form 10-Q”), plus (2) 16,193,862 Shares subject to issuance in respect of Restricted Stock Units outstanding as of June 30, 2014, as set forth in the Form 10-Q, plus (3) 6,316 Shares subject to issuance pursuant to exercisable options as of June 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 June 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.

¨	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: Not applicable.		Filing Party: Not applicable.
Form or Registration No.: Not applicable.		Date Filed: Not applicable.

¨	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 Schedule TO relates to the offer by BGC Partners, L.P. , a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc., a Delaware corporation (“BGC”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GFI Group, Inc. (“GFI”), a Delaware corporation, for $5.25 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 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Items 1 through 9; Item 11.

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.


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

(a)(1)(B)		Form of Letter of Transmittal.

(a)(1)(C)		Form of Notice of Guaranteed Delivery.

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

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

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

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

(b)		Commitment Letter from Morgan Stanley Senior Funding, Inc. to BGC Partners, Inc., dated October 21, 2014.

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: October 22, 2014


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

EXHIBIT INDEX


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

(a)(1)(B)		Form of Letter of Transmittal.

(a)(1)(C)		Form of Notice of Guaranteed Delivery.

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

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

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

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

(b)		Commitment Letter from Morgan Stanley Senior Funding, Inc. to BGC Partners, Inc., dated October 21, 2014.

EX-99.A.1.A 2 d807022dex99a1a.htm OFFER TO PURCHASE Offer to Purchase

Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

GFI Group Inc.

$5.25 Net Per Share

BGC Partners, L.P.

an operating subsidiary of

BGC Partners, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 19, 2014, UNLESS THE OFFER IS

EXTENDED.

The consummation of the Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis (the “Minimum Tender Condition”), (ii) any required approval, permit, authorization or consent of, or notice to, any governmental authority, agency or self-regulatory organization under the laws of any U.S. or foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have been obtained or made on terms satisfactory to BGC and the Purchaser, and any necessary approvals or waiting periods under the competition laws of any foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated or obtained, as applicable, as described herein (the “Regulatory Condition”), (iii) the Purchaser being satisfied, in its sole discretion, that nominees of BGC will constitute at least two-thirds of the members of the board of directors of GFI and all of the members of the controlling body of each subsidiary of GFI immediately after the consummation of the Offer (the “Board Condition”) and (iv) the Purchaser being provided adequate information from GFI so that the Purchaser is satisfied, in its sole discretion, that GFI is not a party to any agreement or transaction (other than the CME Transaction (as defined below)) having the effect of impairing, in the reasonable judgment of the Purchaser, the Purchaser’s or BGC’s ability to acquire the Shares or GFI or otherwise diminishing the expected value to BGC of the acquisition of GFI (the “Impairment Condition”). The Offer is also subject to certain other conditions contained in this Offer to Purchase.

The consummation of the Offer is not conditioned on BGC or the Purchaser obtaining financing.

July 30, 2014 (the “Support Agreement”), that provides for such stockholders to vote for the CME Transaction and vote against any alternative transaction and that prevents such stockholders from transferring their shares, including by tendering into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement. The consummation of the Offer is not conditioned on the termination of the CME Merger Agreement or the Support Agreement, and is not conditioned on the tender of the Shares subject to the Support Agreement.

Prior to the announcement of the CME Transaction, BGC expressed its interest in a business combination with GFI. BGC and the Purchaser continue to seek a negotiated merger with GFI. In light of the CME Transaction and the Support Agreement, however, the Purchaser is making the offer directly to GFI stockholders on the terms and conditions set forth in this Offer as an alternative to a negotiated transaction, as the Purchaser and BGC believe that this offer is superior to the CME Transaction for GFI’s stockholders. Subject to applicable law, BGC and the Purchaser reserve the right to amend the Offer in any respect, including upon entering into a merger agreement with GFI, or to negotiate a merger agreement with GFI not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by BGC and GFI and specified in such merger agreement.

This transaction has not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety before making a decision with respect to the Offer.

The Dealer Manager for the Offer is:

Cantor Fitzgerald & Co.

October 22, 2014

IMPORTANT

Any stockholder of GFI who desires to tender all or a portion of such stockholder’s Shares in the Offer should either (i) complete and sign the accompanying Letter of Transmittal or a facsimile thereof in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal together with the certificates representing tendered Shares and all other required documents to American Stock Transfer & Trust Company, LLC, the Depositary for the Offer, or tender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering Shares—Book-Entry Transfer” or (ii) request such stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Shares.

Any stockholder who desires to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares pursuant to the guaranteed delivery procedure set forth in “The Offer—Section 3—Procedure for Tendering Shares—Guaranteed Delivery”.

Questions and requests for assistance may be directed to the Information Agent or to the Dealer Manager at its address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or from brokers, dealers, commercial banks and trust companies. Additionally, this Offer to Purchase, the related Letter of Transmittal and other materials relating to this Offer may be found at http://www.sec.gov.

TABLE OF CONTENTS

Page



SUMMARY TERM SHEET		1
INTRODUCTION		8
THE OFFER		10
1.	Terms of the Offer	10
2.	Acceptance for Payment and Payment for Shares	11
3.	Procedure for Tendering Shares	12
4.	Withdrawal Rights	15
5.	Certain U.S. Federal Income Tax Consequences	15
6.	Price Range of Shares; Dividends	18
7.	Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations; Credit Facility	18
8.	Certain Information Concerning GFI	19
9.	Certain Information Concerning the Purchaser and BGC	20
10.	Source and Amount of Funds	21
11.	Background of the Offer; Other Transactions with GFI	22
12.	Purpose of the Offer; Plans for GFI	26
13.	Dividends and Distributions	28
14.	Conditions of the Offer	28
15.	Certain Legal Matters; Regulatory Approvals	31
16.	Legal Proceedings	33
17.	Fees and Expenses	33
18.	Miscellaneous	34
SCHEDULES
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER		I-1
SCHEDULE II SECURITIES TRANSACTIONS IN THE PAST 60 DAYS		II-1

SUMMARY TERM SHEET

BGC Partners, L.P., a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc., a Delaware corporation (“BGC”), is offering to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GFI Group Inc., a Delaware corporation (“GFI”), for $5.25 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 this Offer to Purchase and the related Letter of Transmittal that accompanies this Offer to Purchase (the “Letter of Transmittal”) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The following are some of the questions you, as a GFI stockholder, may have and answers to those questions. You should carefully read this Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. BGC and the Purchaser has included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below.

The information concerning GFI contained herein and elsewhere in the Offer to Purchase has been taken from or is based upon publicly available documents or records of GFI on file with the U.S. Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. BGC and the Purchaser have not independently verified the accuracy and completeness of such information. BGC and the Purchaser have no knowledge that would indicate that any statements contained herein relating to GFI taken from or based upon such documents and records filed with the SEC are untrue or incomplete in any material respect.

In this Offer to Purchase, unless the context requires otherwise the terms we, our and us refer to the Purchaser and its subsidiaries, collectively.

Who is offering to buy my securities?

The Purchaser, BGC Partners, L.P., is a Delaware limited partnership and an operating subsidiary of BGC Partners, Inc., a Delaware corporation, and a leading global brokerage company primarily servicing the wholesale financial and commercial real estate markets through its Financial Services and Real Estate Services businesses. See “The Offer—Section 9—Certain Information Concerning the Purchaser”.

What securities are you offering to purchase?

We are offering to acquire all of the outstanding Shares of GFI. See “Introduction”.

How much are you offering to pay for my Shares and what is the form of payment?

We are offering to pay $5.25 per Share net to you, in cash, without interest and less any required withholding taxes. If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not be required to pay brokerage fees or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, it may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See “Introduction”.

Why are you making the Offer?

We are making the Offer because we want to acquire as much equity as is possible (and at least a majority equity interest) in GFI. Our Offer is available for 100% of the outstanding equity interest in GFI, but the Minimum Tender Condition only requires that there be validly tendered and not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis.

Have you discussed this Offer with GFI?

On July 30, 2014, GFI entered into the CME Merger Agreement. That agreement prohibits GFI from (i) engaging in discussions with third parties (including us) regarding a potential acquisition of Shares unless certain conditions are satisfied or (ii) providing non-public information regarding GFI without the execution of a confidentiality agreement meeting specifications set forth in the CME Merger Agreement. On September 8, 2014, we delivered a letter to the board of directors of GFI indicating our interest in acquiring 100% of the GFI common stock at $5.25 per Share. This letter was made public by BGC on the following morning through a press release announcing its intention to commence an offer for GFI common stock.

Following the delivery of our letter, on September 15, 2014, GFI announced that the board of directors of GFI, upon the recommendation of the special committee of the GFI board (the “GFI Special Committee”), determined that the offer set forth in our September 8 letter to GFI could reasonably be expected to lead to a “Superior Proposal” as defined in the CME Merger Agreement. Following such announcement by GFI, counsel for the GFI Special Committee and counsel for BGC negotiated a confidentiality agreement that BGC believed was sufficiently protective of GFI and met the terms of the CME Merger Agreement, and BGC was prepared to execute that agreement. The GFI Special Committee, however, determined that it was unable under the CME Merger Agreement to provide information with respect to its business unless we signed a confidentiality and non-solicitation agreement containing provisions that we found to be unacceptable. As a result, we have not executed a confidentiality agreement, we have not engaged in any significant discussions relating to this Offer, and no agreement has been reached with respect to this Offer. See “The Offer—Section 11—Background of the Offer; Other Transactions with GFI”.

How does the Offer relate to the announced acquisition of GFI by Chicago Mercantile Exchange Group Inc.?

GFI is currently a party to a series of agreements, including the CME Merger Agreement, whereby GFI has agreed to merge with and into a wholly owned subsidiary of CME and, immediately following such merger, a private consortium of current GFI management would acquire from CME GFI’s wholesale brokerage and clearing businesses (such transactions collectively as they exist as of the date of the Offer, the “CME Transaction”). In addition, CME and certain stockholders of GFI, who control approximately 38% of GFI’s issued and outstanding common stock, entered into an agreement, also dated July 30, 2014 (the “Support Agreement”), that provides for such stockholders to vote for the CME Transaction and vote against any alternative transaction and that prevents such stockholders from transferring their shares, including by tendering into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement.

Pursuant to the CME Transaction, CME would acquire GFI at a price of approximately $4.55 per Share. We believe that our offer to pay you $5.25 per Share in cash provides superior value to GFI stockholders than the CME Transaction. Our offer is not conditioned on the termination of the CME Merger Agreement or the Support Agreement, nor is it conditioned on the tender of the Shares subject to the Support Agreement.

What does the GFI board recommend?

As of the date of this document, neither the GFI Special Committee nor the GFI board of directors has provided its recommendation for this Offer. On September 15, 2014, the board of directors of GFI, upon the recommendation of the GFI Special Committee, determined that the offer set forth in the letter from BGC to GFI, dated September 8, 2014, could reasonably be expected to lead to a “Superior Proposal” as defined in the CME Merger Agreement. See “The Offer—Section 11—Background of the Offer; Other Transactions with GFI”. As of the date of this Offer, however, the board of directors of GFI has not changed its recommendation for the CME Transaction. Within 10 business days after the date of this Offer to Purchase, GFI is required by law to publish, send or give to you (and file with the SEC)) a statement as to whether it recommends acceptance or rejection of the Offer, that it has no opinion with respect to the Offer or that it is unable to take a position with respect to the Offer.

Once the GFI board has made a decision concerning the Offer, GFI is required to file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that will reflect the GFI board’s recommendation.

How long will it take to complete your proposed transaction?

The timing of completing the Offer will depend, among other things, on if and when any necessary approvals or waiting periods under the laws of the U.S., any state of the U.S. or any local or foreign governmental authority applicable to the purchase of Shares pursuant to the Offer expire or are terminated or obtained, as applicable, including but not limited to under any applicable foreign antitrust law and broker-dealer laws and regulations. In addition, it is possible that, after the date of this Offer, we reach an agreement with GFI, CME and/or the parties to the Support Agreement providing for a different transaction structure, in which case, we may terminate this Offer prior to its completion.

Do I have to vote to approve the Offer?

No. Your vote is not required. You simply need to tender your Shares if you choose to do so. The Purchaser intends to complete the Offer only if a sufficient number of Shares are tendered such that the Minimum Tender Condition is satisfied.

Do you have the financial resources to complete the Offer?

We estimate that we will need approximately $575 million if 100% of the Shares outstanding as of July 31, 2014 that are not held by the Purchaser and its subsidiaries are tendered and accepted for payment pursuant to the Offer. As of June 30, 2014, we had cash and cash equivalents in the amount of approximately $558 million.

The Purchaser expects to fund such cash requirements from a combination of its available cash and committed financing facilities, as described below. On October 21, 2014 BGC entered into a Commitment Letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (the “Lender”). BGC expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Offer. The Commitment Letter provides for a 364-day $350,000,000 senior unsecured bridge facility.

The consummation of the Offer is not conditioned on BGC or the Purchaser obtaining financing. See “The Offer—Section 10—Source and Amount of Funds”.

Is your financial condition material to my decision to tender in the Offer?

We do not believe that our financial condition is material to your decision whether to tender Shares and accept the Offer because: (i) the Offer is being made for all outstanding Shares solely for cash; (ii) the Offer is not subject to any financing condition; and (iii) we believe we will have sufficient funds through available cash and the Commitment Letter to purchase all Shares validly tendered in the Offer and not validly withdrawn and related fees and expenses. See “The Offer—Section 10—Source and Amount of Funds”.

How long do I have to decide whether to tender in the Offer?

You have until the expiration date of the Offer to tender. The Offer currently is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on November 19, 2014. We may, in our sole discretion, extend the Offer from time to time for any reason. If the Offer is extended, we will issue a press release announcing the extension at or before 9:00 a.m., New York City time, on the next business day after the date the Offer was scheduled to expire. See “The Offer—Section 1—Terms of the Offer”.

We may elect to provide a subsequent offering period for the Offer. A subsequent offering period, if one is provided, will be an additional period of time beginning after we have purchased Shares tendered during the Offer, during which stockholders may tender, but not withdraw, their Shares and receive the Offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so. See “The Offer—Section 1—Terms of the Offer”.

What are the most significant conditions to the Offer?

The consummation of the Offer is conditioned upon, among other things:

•

there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis (the “Minimum Tender Condition”);

•

any required approval, permit, authorization or consent of, or notice to, any governmental authority, agency or self-regulatory organization under the laws of any U.S. or foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have been obtained or made on terms satisfactory to BGC and the Purchaser, and any necessary approvals or waiting periods under the competition laws of any foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated or obtained, as applicable, as described herein (the “Regulatory Condition”);

•

the Purchaser being satisfied, in its sole discretion, that nominees of BGC will constitute at least two-thirds of the members of the board of directors of GFI and all of the members of the controlling body of each subsidiary of GFI immediately after the consummation of the Offer (the “Board Condition”); and

•

the Purchaser being provided adequate information from GFI so that the Purchaser is satisfied, in its sole discretion, that GFI is not a party to any agreement or transaction (other than the CME Transaction) having the effect of impairing, in the reasonable judgment of the Purchaser, the Purchaser’s or BGC’s ability to acquire the Shares or GFI or otherwise diminishing the expected value to BGC of the acquisition of GFI (the “Impairment Condition”).

The Offer is also subject to certain other conditions contained in this Offer to Purchase. See “The Offer—Section 14—Conditions of the Offer” for a list of additional conditions to the Offer.

The consummation of the Offer is not conditioned on (1) BGC or the Purchaser obtaining financing, (2) the termination of the CME Merger Agreement or the Support Agreement or (3) the tender of the Shares subject to the Support Agreement.

Do you intend to undertake a proxy solicitation to replace some or all of GFI’s directors with your nominees for directors at GFI’s 2015 annual stockholders meeting?

If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”). Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any Proxy Solicitation or otherwise. If we decide to nominate, and submit for the election of, a slate of nominees, any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.

How will I be notified if the Offer is extended?

If we decide to extend the Offer, we will inform American Stock Transfer & Trust Company, LLC, the Depositary for the Offer, of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the date the Offer was scheduled to expire. See “The Offer—Section 1—Terms of the Offer”.

How do I tender my Shares?

To tender Shares, you must deliver the certificates representing your Shares, together with a completed Letter of Transmittal and any other required documents, to the Depositary for the Offer, or tender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering Shares Book-Entry Transfer”, not later than the time the Offer expires. If your Shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your Shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the depositary before the expiration of the Offer, you may have a limited amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed Delivery, that the missing items will be received by the depositary within three New York Stock Exchange (“NYSE”) trading days. However, the Depositary must receive the missing items within that three-trading-day period. See “The Offer—Section 3—Procedure for Tendering Shares Guaranteed Delivery”.

Until what time can I withdraw tendered Shares?

You can withdraw tendered Shares at any time until the Offer has expired, and, if we have not agreed to accept your Shares for payment by December 22, 2014, you can withdraw them at any time after such time until we accept such Shares for payment. You may not, however, withdraw Shares tendered during a subsequent offering period, if one is provided. See “The Offer—Section 4—Withdrawal Rights”.

How do I withdraw tendered Shares?

To withdraw tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information, to the Depositary while you have the right to withdraw the Shares. See “The Offer—Section 4—Withdrawal Rights”.

When and how will I be paid for my tendered Shares?

Subject to the terms and conditions of the Offer, we will pay for all validly tendered and not validly withdrawn Shares promptly after the later of the date of expiration of the Offer and the satisfaction or waiver of the conditions to the Offer set forth in “The Offer—Section 14—Conditions of the Offer”.

We will pay for your validly tendered and not validly withdrawn Shares by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares as described in “The Offer—Section 3—Procedure for Tendering Shares—Book-Entry Transfer”), a properly completed, timely received and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents for such Shares. See “The Offer—Section 2—Acceptance for Payment and Payment for Shares”.

What will happen to the Shares that are not tendered in the Offer?

We are seeking to acquire 100% of the outstanding Shares in the Offer, but, if the Offer is completed, the Minimum Tender Condition will ensure that we only have a majority of the outstanding Shares on a fully diluted basis. Ordinarily, we would seek to acquire any untendered Shares through a second-step merger involving GFI in which the remaining Shares would be converted into merger consideration. However, we may not be able to complete a second-step merger because of the agreements executed in connection with the CME Transaction. Specifically, certain stockholders of GFI, who control approximately 38% of GFI’s issued and outstanding Shares, agreed to the Support Agreement that such stockholders will vote for the CME Transaction and vote against any alternative transaction. The Support Agreement, accordingly, prevents such stockholders from transferring their shares, including by tendering such Shares into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement. The obligation under the Support Agreement to vote the Shares held by such stockholders against any alternative proposal for 12 months following the termination of the CME Merger Agreement, taken together with the requirement under GFI’s certificate of incorporation that any fundamental transaction (such as a merger) be approved by an affirmative vote of the holders of not less than 66²⁄₃% of the votes cast in such vote, may effectively prevent us from completing a merger to acquire the remaining Shares for a substantial period following the completion of this Offer. As a result, even if the Minimum Tender Condition is satisfied and we close the Offer, it is unlikely that we will be able to complete a second-step merger with GFI for some period of time unless the obligations under the Support Agreement are released and the stockholders that executed such Support Agreement agree to support such second-step merger.

Consequently, it is possible that, if the Offer is completed, any untendered Shares will remain outstanding for some time. We may seek to acquire such Shares in the open market, through private purchases or otherwise, for a price that may be greater than, equal to or less than the price offered in this Offer. In addition, even if we purchase all the tendered Shares, it is possible that there may be so few remaining stockholders and publicly held Shares that the Shares will no longer be eligible to be traded on a securities exchange, that there may not be an active or liquid public trading market for the Shares, and/or that GFI may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC rules relating to publicly held companies.

If a majority of the Shares are tendered and accepted for payment, and the other conditions to the consummation of the Offer have been satisfied, will GFI continue as a public company?

If we purchase all the tendered Shares, it is possible that there may be so few remaining stockholders and publicly held Shares that the Shares will no longer be eligible to be traded on a securities exchange, that there may not be an active or liquid public trading market for the Shares, and/or that GFI may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC rules relating to publicly held companies. See “The Offer—Section 7—Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations”.

Are appraisal rights available in either the Offer?

Appraisal rights are not available in the Offer.

What is the market value of my Shares as of a recent date?

day before announcement of the CME Transaction. The offer price of $5.25 per Share also represents a premium of approximately 15% over the $4.55 per share of CME stock being offered to holders in the CME Transaction. GFI stockholders are encouraged to obtain a recent quotation for shares of Common Stock before deciding whether or not to tender your Shares. See “The Offer—Section 6—Price Range of Shares; Dividends”.

What are the material U.S. federal income tax consequences of participating in the Offer?

In general, the receipt of cash in exchange for Shares pursuant to the Offer, during a subsequent offering period, if one is provided, will be a taxable transaction for U.S. federal income tax purposes. See “The Offer—Section 5—Certain U.S. Federal Income Tax Consequences”.

We recommend that you consult your own tax advisor to determine the tax consequences to you of participating in the Offer, the exchange of your Shares in a subsequent offering period, if one is provided, in light of your particular circumstances (including the application and effect of any state, local or non-U.S. income and other tax laws).

Who can I talk to if I have questions about the Offer?

Stockholders may call Innisfree M&A Incorporated, the Information Agent, toll-free at (888) 750-5834. Banks and brokers may call (212) 750-5833. See the back cover of this Offer to Purchase.

To the Stockholders of GFI Group Inc.:

INTRODUCTION

BGC Partners, L.P. (the “Purchaser”), a Delaware limited partnership and an operating subsidiary of BGC Partners, Inc. (“BGC”), a Delaware corporation, is offering to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GFI Group Inc., a Delaware corporation (“GFI”) for $5.25 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 this Offer to Purchase and the related Letter of Transmittal that accompanies this Offer to Purchase (the “Letter of Transmittal”) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Stockholders who have Shares registered in their own names and tender directly to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), will not have to pay brokerage fees, commissions or similar expenses. Stockholders with Shares held in street name by a broker, dealer, bank, trust company or other nominee should consult with their nominee to determine whether such nominee will charge a fee for tendering Shares on their behalf. Except as set forth in Instruction 6 of the Letter of Transmittal, stockholders will not be obligated to pay transfer taxes on the sale of Shares pursuant to the Offer. We will pay all charges and expenses of Cantor Fitzgerald & Co. (the “Dealer Manager”), the Depositary and Innisfree M&A Incorporated (the “Information Agent”) incurred in connection with their services in such capacities in connection with the Offer. See “The Offer—Section 17—Fees and Expenses”.

The consummation of the Offer is not conditioned on BGC or the Purchaser obtaining financing.

issued and outstanding common stock, entered into an agreement, dated July 30, 2014 (the “Support Agreement”), that provides for such stockholders to vote for the CME Transaction and vote against any alternative transaction and that prevents such stockholders from transferring their shares, including by tendering into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement. The consummation of the Offer is not conditioned on the termination of the CME Merger Agreement or the Support Agreement, and is not conditioned on the tender of the Shares subject to the Support Agreement.

If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of, a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”). Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any Proxy Solicitation or otherwise. We reserve the right, however, at any time to determine not to commence a Proxy Solicitation (or to terminate a Proxy Solicitation) if we determine it to be in our best interests to do so or if we determine that a Proxy Solicitation is unnecessary.

Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with a Proxy Solicitation or otherwise. If we decide to nominate, and solicit proxies for the election of, a slate of Nominees, any such solicitation would be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.

No appraisal rights are available in connection with the Offer

BGC and the Purchaser continue to seek a negotiated merger with GFI and are prepared to begin such negotiations immediately. Subject to applicable law, BGC and the Purchaser reserve the right to amend the Offer in any respect, including upon entering into a merger agreement with GFI, or to negotiate a merger agreement with GFI not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by BGC and GFI and specified in the merger agreement.

In the event the Offer is terminated or not consummated, or after the expiration of the Offer, we reserve the right, subject to applicable law, to purchase additional Shares not tendered in the Offer. Such purchases may be made in the open market or through privately negotiated transactions, tender offers or otherwise. Any such purchases may be on the same terms as, or on terms more or less favorable than, the terms of this Offer. Any possible future purchases by us will depend on many factors, including the results of the Offer, our business and financial position and general economic and market conditions.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety before you make a decision with respect to the Offer.

THE OFFER

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such extension or amendment), we will accept for payment and pay for all Shares validly tendered prior to the Expiration Date (as defined below) and not previously validly withdrawn in accordance with “The Offer—Section 4—Withdrawal Rights”. “Expiration Date” means 12:00 midnight, New York City time, at the end of the day on November 19, 2014, unless extended, in which event Expiration Date means the time and date at which the Offer, as so extended, shall expire.

The Offer is subject to the conditions set forth in “The Offer—Section 14”, which include, among other things, satisfaction of the Minimum Tender Condition, the Regulatory Condition, the Board Condition and the Impairment Condition. If any such condition is not satisfied, we may (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in “The Offer—Section 4—Withdrawal Rights”, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the Expiration Date and not withdrawn or (iv) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.

Subject to any applicable rules and regulations of the SEC, we expressly reserve the right, but not the obligation, in our sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason by giving oral or written notice of the extension to the Depositary and by making a public announcement of the extension. During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw Shares.

If we decrease the percentage of Shares being sought or increase or decrease the consideration to be paid for Shares pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified below, the Offer shall be extended until the expiration of such period of 10 business days. If we make any other material change in the terms of or information concerning the Offer or waive a material condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to allow you to consider the amended terms of the Offer. In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Tender Condition is a material change in the terms of an offer. The release states that an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and number of shares tendered for, a minimum of 10 business days may be required to allow adequate dissemination and investor response.

Business day means any day other than Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

If we extend the Offer, are delayed in accepting for payment or paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain all Shares tendered on our behalf, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as provided in “The Offer—Section 4—Withdrawal Rights”. Our reservation of the right to delay acceptance for payment of or payment for Shares is subject to applicable law, which requires that we pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

After the expiration of the Offer, we may, in our sole discretion, but are not obligated to, provide a subsequent offering period of at least three business days to permit additional tenders of Shares (a “Subsequent Offering Period”). A Subsequent Offering Period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which stockholders may tender shares not tendered in the Offer (a “Subsequent Offer”). A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which already will have been completed.

No withdrawal rights apply to Shares tendered in a Subsequent Offering Period, and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares previously tendered in the Offer and accepted for payment. The same price paid in the Offer will be paid to stockholders tendering Shares in a Subsequent Offering Period, if one is provided.

Pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we may provide a Subsequent Offering Period so long as, among other things, (i) the initial offering period of at least 20 business days has expired, (ii) we immediately accept and promptly pay for all securities validly tendered during the Offer, (iii) we announce the results of the Offer, including the approximate number and percentage of Shares deposited in the Offer, no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date and immediately begin the Subsequent Offering Period and (iv) we immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period.

We do not currently intend to provide a Subsequent Offering Period, although we reserve the right to do so. If we elect to include or extend a Subsequent Offering Period, we will make a public announcement of such inclusion or extension no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date or date of termination of any prior Subsequent Offering Period.

We will make a request to GFI for its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such extension or amendment), we will accept for payment and pay for all Shares validly tendered before the Expiration Date and not withdrawn promptly after the Expiration Date. We expressly reserve the right, in our sole discretion, but subject to applicable laws, to delay acceptance for and thereby delay payment for Shares in order to comply with applicable laws or if any of the conditions referred to in “The Offer—Section 14—Conditions of the Offer” have not been satisfied or if any event specified in such section has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer—Section 14—Conditions of the Offer”. If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer.

We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer—Section 3—Procedure for Tendering Shares”)), (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and (iii) any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer—Section 3—Procedure for Tendering Shares”. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. If there is a Subsequent Offering Period, Shares tendered during a Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. Under no circumstances will we pay interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in making such payment.

For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary.

We will pay the same per Share consideration pursuant to the Offer to all stockholders.

We reserve the right to transfer or assign, in whole or in part from time to time, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

If any tendered Shares are not accepted for payment pursuant to the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

3. Procedure for Tendering Shares.

Valid Tender of Shares. In order for you to validly tender Shares pursuant to the Offer, either (i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Letter of Transmittal and (b) certificates for the Shares to be tendered or delivery of such Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Date, or (ii) the guaranteed delivery procedure described below must be complied with.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Date.

The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer

the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares for purposes of the Offer at The Depository Trust Company (the “Book-Entry Transfer Facility”) after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry transfer of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that we may enforce such agreement against such participant.

Signature Guarantees. All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other eligible guarantor institution (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each an “Eligible Institution”), unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and such holder has not completed the box entitled Special Payment Instructions on the Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See Instructions 7 of the Letter of Transmittal.

Guaranteed Delivery. If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary by the Expiration Date or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender such Shares if all of the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us is received by the Depositary, as provided below, by the Expiration Date; and

(iii) the certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantee or an Agent’s Message and any other required documents, are received by the Depositary within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

Backup Withholding. To avoid backup withholding of U.S. federal income tax on payments made pursuant to the Offer, each eligible tendering U.S. Holder (as defined in “The Offer—Section 5—Certain U.S. Federal Income Tax Consequences”) should complete and return the Internal Revenue Service (“IRS”) Form W-9 included with the Letter of Transmittal. Eligible tendering Non-U.S. Holder (as defined in “The Offer—Section 5—Certain U.S. Federal Income Tax Consequences”) should complete and submit IRS Form W-8BEN, W-8BEN-E or other applicable IRS Form W-8, which can be obtained from the Depositary or at http://www.irs.gov. For a more detailed discussion of backup withholding, see “The Offer—Section 5—Certain U.S. Federal Income Tax Consequences”.

Appointment of Proxy. By executing a Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal, you irrevocably appoint our designees as your attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of your rights with respect to the Shares tendered and accepted for payment by us (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). This power-of-attorney and proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. All such powers-of-attorney and proxies are irrevocable and coupled with an interest in the tendered Shares (and such other Shares and securities). Such appointment is effective only upon our acceptance for payment of such Shares. Upon such acceptance for payment, all prior powers-of-attorney, proxies and consents granted by you with respect to such Shares (and such other Shares and securities) will, without further action, be revoked, and no subsequent powers-of-attorney, proxies or consents may be given (and, if previously given, will cease to be effective). Our designees will be empowered to exercise all your voting and other rights with respect to such Shares (and such other Shares and securities) as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of GFI’s stockholders, or with respect to any actions by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, we or our designee must be able to exercise full voting, consent and other rights with respect to such Shares (and such other Shares and securities) (including voting at any meeting of stockholders).

The foregoing proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of GFI’s stockholders.

Determination of Validity. BGC will interpret the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto). All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition of the Offer to the extent permitted by applicable law or any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of

BGC or any of its affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

4. Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after December 22, 2014, unless such Shares have been accepted for payment as provided in this Offer to Purchase. If we extend the Offer, delay acceptance for payment or payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4.

For your withdrawal to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “The Offer—Section 3—Procedure for Tendering Shares” at any time before the Expiration Date.

If we provide a Subsequent Offering Period (as described in more detail in “The Offer—Section 1—Terms of the Offer”) following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and no withdrawal rights apply during such Subsequent Offering Period with respect to Shares previously tendered in the Offer and accepted for payment.

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and our determination shall be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, whether or not similar defects or irregularities are waived in the case of any stockholder. None of BGC, the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

5. Certain U.S. Federal Income Tax Consequences.

This section describes the material United States federal income tax consequences to U.S. Holders and Non-U.S. Holders (in each case, as defined below) of Shares whose Shares are tendered and accepted for payment pursuant to this Offer or during a Subsequent Offering Period, if one is provided. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this

discussion. This summary does not address any tax consequences arising under state, local or foreign tax laws or U.S. federal estate or gift tax laws nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

This discussion is limited to holders who hold Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a holder in light of such holder’s particular circumstances. This discussion also does not address all U.S. federal income tax considerations that may be relevant to holders that are subject to special tax rules, including, without limitation, expatriates and certain former citizens of the United States, U.S. Holders whose functional currency is not the U.S. dollar, partnerships and other pass-through entities, controlled foreign corporations, passive foreign investment companies, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax qualified retirement plans, persons liable for the alternative minimum tax, persons holding Shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment holders who acquired their Shares through stock options or stock purchase plan programs or other compensatory arrangements, and holders who own or have owned (directly, indirectly or constructively) five percent or more of our common stock (by vote or value).

For purposes of this discussion, a U.S. Holder means a beneficial owner of Shares that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of the trust, or (2) it has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. For purposes of this discussion, a Non-U.S. Holder is a beneficial owner of Shares (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors.

We recommend that you consult your own tax advisor to determine the tax consequences to you of participating in the Offer or a Subsequent Offering Period in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

U.S. Holders

Consequences of the Offer. The receipt of cash by U.S. Holders in exchange for Shares pursuant to the Offer or during a Subsequent Offering Period, if one is provided, will each be a taxable transaction for U.S. federal income tax purposes. In general, you will recognize capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and your adjusted basis in the Shares exchanged. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same price in a single transaction) exchanged. If you are a non-corporate U.S. Holder who has held the Shares for more than one year, any such capital gain will generally be taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding. Payments made to U.S. Holders pursuant to the Offer or during a Subsequent Offering Period, if one is provided, will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, each U.S. Holder that does not otherwise establish an exemption should complete and return the IRS Form W-9 included with the

Letter of Transmittal, certifying that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. Holder is not subject to backup withholding. Certain holders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

Non-U.S. Holders

Consequences of the Offer. Subject to the discussion below under Information Reporting and Backup Withholding, a Non-U.S. Holder who receives cash in exchange for Shares pursuant to the Offer or during a Subsequent Offering Period, if one is provided, generally will not be subject to United States federal income tax or withholding on any gain recognized, unless:

•

the gain, if any, is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, and if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the exchange, and certain other requirements are met.

Gain on the Shares that is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the Non-U.S. Holder) will be subject to U.S. federal income tax on a net basis at the graduated rates applicable to U.S. persons generally (and, with respect to corporate Non-U.S. Holders, may also be subject to a branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty). Gain described in the second bullet of the preceding paragraph generally will be subject to a flat 30% tax (unless reduced or eliminated by an applicable income tax treaty).

Information Reporting and Backup Withholding. Payments made to Non-U.S. Holders pursuant to the Offer or during a Subsequent Offering Period, if one is provided, may be subject to information reporting and backup withholding. To avoid backup withholding, each Non-U.S. Holder should complete and submit a properly executed IRS Form W-8BEN, W-8BEN-E or other applicable IRS Form W-8 certifying such Non-U.S. Holder’s non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax. Non-U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

6. Price Range of Shares; Dividends.

The Shares are listed and principally traded on NYSE under the symbol “GFIG”. The following table sets forth, for each of the periods indicated, the high and low sales prices per Share on the NYSE, and dividends paid per Share, as reported in published financial sources:


	Market Price for GFI Common Stock				Dividends Paid
	High		Low		Dividends Paid
2012
First Quarter	$	4.25	$	3.14	$	0.05
Second Quarter	$	3.31	$	1.95	$	0.05
Third Quarter	$	3.22	$	2.43	$	0.05
Fourth Quarter	$	3.07	$	2.19	$	0.10
2013
First Quarter	$	3.47	$	2.87	$	—
Second Quarter	$	4.20	$	3.04	$	0.05
Third Quarter	$	4.34	$	3.58	$	0.05
Fourth Quarter	$	3.89	$	3.08	$	0.05
2014
First Quarter	$	4.08	$	3.47	$	0.05
Second Quarter	$	3.94	$	3.23	$	0.05
Third Quarter	$	6.18	$	2.98	$	—
Fourth Quarter (through October 21, 2014)	$	5.49	$	5.01	$	—

On September 8, 2014, the last trading day before the first public announcement of our proposal to the GFI Board to acquire GFI, the last reported sale price of the Shares on the NYSE was $5.03 per Share. On July 29, 2014, the last trading day before announcement of the CME Transaction, the last reported sale price of the Shares on the NYSE was $3.11 per Share. The offer price of $5.25 per Share represents a premium of approximately 4% over GFI’s closing stock price on September 8, 2014, the last trading day before we publicly announced our proposal, and a premium of approximately 69% over GFI’s closing stock price on July 29, 2014, the last trading day before announcement of the CME Transaction. The offer price of $5.25 per Share also represents a premium of approximately 15% over the $4.55 per share of CME stock being offered to holders in the CME Transaction. GFI stockholders are encouraged to obtain a recent quotation for shares of Common Stock before deciding whether or not to tender your Shares You are urged to obtain current market quotations for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations; Credit Facility.

Possible Effects of the Offer on the Market for the Shares. If the Offer is consummated the number of stockholders and the number of Shares that are still in the hands of the public following consummation of the Offer may be so small that there will no longer be an active or liquid public trading market (or possibly any public trading market) for the Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the price paid in the Offer.

Stock Exchange Listing. The Shares are listed on the NYSE. Depending on the number of Shares purchased pursuant to the Offer, it is possible the Shares may no longer meet the standards for continued listing on the NYSE and may be delisted from the NYSE following the consummation of the Offer. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued listing on the NYSE, the market for the Shares could be adversely affected. According to the NYSE’s published guidelines, the Shares would not meet the criteria for continued listing on the NYSE if, among other things, (i) the total number

of holders of Shares fell below 400, (ii) the total number of holders of Shares fell below 1,200 and the average monthly trading volume over the most recent 12 months was less than 100,000 Shares or (iii) the number of publicly held Shares (exclusive of holdings of officers and directors of GFI and their immediate families and other concentrated holdings of 10% or more) fell below 600,000. We may delist the Shares from the NYSE promptly following consummation of the Offer.

Registration under the Exchange Act. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of GFI to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by GFI to its stockholders and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a stockholders meeting and the related requirement to furnish an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions, no longer applicable to the Shares. Furthermore, “affiliates” of GFI and persons holding “restricted securities” of GFI may be deprived of, or delayed in, the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for listing on the NYSE. We intend to seek to cause GFI to terminate registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration of the Shares are met.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible the Shares might no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for loans made by brokers.

Credit Facility. GFI is party to a credit agreement that provides for a revolving credit facility with maximum borrowings up to $75.0 million. Under the terms of the credit agreement, the successful completion of this Offer—which requires the satisfaction of the Minimum Tender Condition—could lead to a default under GFI’s credit agreement as the Purchaser would hold at least a majority of the outstanding Shares. In anticipation of this consequence, BGC is prepared to advance funds to GFI, on customary market terms, to fully repay the amounts outstanding under such facility upon the closing of this Offer, and BGC has secured funding that is available to fulfill such obligation. According to GFI’s quarterly report for the quarter ended June 30, 2014, as of June 30, 2014, $10.0 million was outstanding under GFI’s revolving credit facility.

8. Certain Information Concerning GFI.

Except as otherwise expressly set forth in this Offer to Purchase, the information concerning GFI contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. None of BGC, the Purchaser, the Dealer Manager, the Information Agent or the Depositary can take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by GFI to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to BGC, the Purchaser, the Dealer Manager, the Information Agent or the Depositary. BGC, the Purchaser, the Dealer Manager, the Information Agent and the Depositary have relied upon the accuracy of the information included in such publicly available documents and records and other public sources and have not made any independent attempt to verify the accuracy of such information.

According to GFI’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “GFI 10-K”), GFI’s principal executive offices are located at 55 Water Street, New York, New York, 10041 and its telephone

number is (212) 968-4100. According to the GFI 10-K, GFI is a leading intermediary and provider of trading technologies and support services to the global over-the-counter and listed markets. GFI provides brokerage and trade execution services, clearing services, market data and trading platform and other software products to institutional customers in markets for a range of fixed income, financial, equity and commodity instruments. GFI provides execution services for our institutional wholesale customers by either matching their trading needs with counterparties having reciprocal interests or directing their orders to an exchange or other trading venue.

Additional Information. GFI is subject to the informational requirements of the Exchange Act and, in accordance therewith, files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. GFI is required to disclose in such proxy statements certain information, as of particular dates, concerning GFI’s directors and officers, their remuneration, stock options granted to them, the principal holders of GFI’s securities and any material interest of such persons in transactions with GFI. Such reports, proxy statements and other information may be read and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained free of charge at the website maintained by the SEC at http://www.sec.gov.

9. Certain Information Concerning the Purchaser and BGC.

Purchaser. The Purchaser is a Delaware limited partnership and an operating subsidiary of BGC. The Purchaser’s principal executive offices are located at 499 Park Avenue, New York, New York, 10022 and its telephone number is (212) 610-2200.

BGC. BGC is a Delaware corporation. Its shares are listed on The NASDAQ Stock Market under the symbol BGCP. BGC through its operating subsidiary, the Purchaser, is a leading global brokerage company primarily servicing the wholesale financial and commercial real estate markets through its Financial Services and Real Estate Services businesses. BGC’s Financial Services business specializes in the brokerage of a broad range of products, including fixed income securities, interest rate swaps, foreign exchange, equities, equity-related products, credit derivatives, commodities, futures and structured products. BGC’s Financial Services business also provides a full 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. BGC’s integrated platform is designed to provide flexibility to customers with regard 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 over-the-counter or through an exchange. 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. BGC’s principal executive offices are located at 499 Park Avenue, New York, New York, 10022 and its telephone number is (212) 610-2200.

Additional Information. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the members of the board of directors and the executive officers of BGC and the members of the board of directors and the executive officers of the Purchaser are set forth in Schedule I to this Offer to Purchase.

None of BGC, the Purchaser or, to the knowledge of BGC or the Purchaser after reasonable inquiry, any of the persons listed in Schedule I, has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.

As of the date of this Offer to Purchase, BGC and its subsidiaries beneficially own 17,075,464 Shares, representing approximately 13.5% of the outstanding Shares. In addition, an affiliate of BGC holds 45,000 Shares. With the exception of the foregoing, BGC and its affiliates have not effected any transaction in securities of GFI in the past 60 days.

Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of BGC, the Purchaser and, to BGC’s and the Purchaser’s knowledge, the persons listed in Schedule I hereto or any associate or majority owned subsidiary of BGC, the Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of GFI; (ii) none of BGC, the Purchaser and, to BGC’s and the Purchaser’s knowledge, the persons or entities referred to in clause (i) above has effected any transaction in the Shares during the past 60 days; (iii) none of BGC, the Purchaser and, to BGC’s and the Purchaser’s knowledge, the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of GFI (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between BGC, the Purchaser, its subsidiaries or, to BGC’s and the Purchaser’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and GFI or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (v) during the two years before the date of this Offer to Purchase, there have been no contacts, negotiations or transactions between BGC, the Purchaser, their subsidiaries or, to BGC’s or the Purchaser’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and GFI or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by the Purchaser with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a website at http://www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that the Purchaser has filed electronically with the SEC.

10. Source and Amount of Funds.

The consummation of the Offer is not conditioned on BGC or the Purchaser obtaining financing.

The Purchaser expects to fund such cash requirements from a combination of its available cash and committed financing facilities, as described below. On October 21, 2014, BGC entered into a Commitment Letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (the “Lender”). BGC expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Offer. The Commitment Letter provides for a 364-day $350,000,000 senior unsecured bridge facility.

The initial extensions of credit are subject to the satisfaction of various conditions set forth in the Commitment Letter, including, but not limited to, (i) consummation of the Offer (without giving effect to any amendment, supplement, modification or waiver that is materially adverse to the interests of the Commitment Parties (as defined in the Commitment Letter) without the prior written consent of the Arranger under the Commitment Letter, (ii) the non-occurrence of an Acquired Business Material Adverse Effect (as defined in the Commitment Letter), (iii) the execution and delivery of definitive documentation with respect to the bridge

facility consistent with the Commitment Letter, (iv) the delivery of certain audited, unaudited and pro forma financial statements, and (v) the satisfaction of certain customary closing documents (including, among other things, delivery of a solvency certificate and the payment of applicable expenses and fees) and (vi) the accuracy of certain specified representations and warranties in the definitive documentation with respect to the bridge facility.

The foregoing summary of the terms of the Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Commitment Letter, a copy of which is filed as Exhibit (b)(i) to the Schedule TO, which is incorporated herein by reference. As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event the acquisition financing is not available at the expiration of the Offer. Other than as set forth in the Commitment Letter, no plans have been made to finance or repay the acquisition financing after the consummation of the Offer.

We do not believe that our financial condition is material to your decision whether to tender Shares and accept the Offer because: (i) the Offer is being made for all outstanding Shares solely for cash; (ii) the Offer is not subject to any financing condition; and (iii) we believe we will have sufficient funds through available cash and the Commitment Letter, to purchase all Shares validly tendered in the Offer and not validly withdrawn and related fees and expenses.

11. Background of the Offer; Other Transactions with GFI.

Background of the Offer.

As part of their ongoing evaluation of BGC’s business and strategic alternatives, BGC’s board of directors and senior management, on occasion with outside legal and financial advisors, have from time to time evaluated strategic opportunities and prospects for acquisitions across the brokerage industry. In the course of its ongoing evaluation, BGC’s management team considered and reviewed an acquisition GFI.

Over the past three years, Shaun D. Lynn, President of BGC, expressed interest to GFI in a combination of BGC and GFI, including an acquisition by BGC of GFI. During these conversations, Mr. Lynn and GFI management discussed the possibility of a transaction between the two companies and the potential opportunities that combining the businesses could produce. However, a confidentiality agreement was never executed.

On July 29, 2014, Mr. Lynn sent a letter to Michael Gooch, Executive Chairman of GFI, and Colin Heffron, Chief Executive Officer of GFI. The letter expressed BGC’s interest in acquiring GFI by means of an acquisition of all or substantially all of GFI’s assets or an acquisition of 100% of GFI’s outstanding shares. In the letter, BGC expressed its view that the combination of the two companies was compelling from an operating synergy and growth perspective, and that the combined company would offer a larger platform from which to grow its wholesale brokerage and electronic trading businesses. BGC also expressed its confidence that it could offer a price per share substantially in excess of GFI’s current trading price, in cash, stock or some combination thereof and that expressed its desire to discuss a possible acquisition of GFI with both management and the GFI Board.

BGC received no response to its letter.

On July 30, 2014, CME and GFI announced that it entered into a series of agreements, including an Agreement and Plan of Merger and a Purchase Agreement, each dated July 30, 2014, with CME whereby GFI agreed to merge with and into a wholly owned subsidiary of CME and, immediately following such merger, a private consortium of current GFI management would acquire from CME GFI’s wholesale brokerage and clearing businesses.

That CME Merger Agreement prohibits GFI from (i) engaging in discussions with third parties (including us) regarding a potential acquisition of Shares unless certain conditions are satisfied or (ii) providing non-public information regarding GFI without execution of a confidentiality agreement meeting specifications set forth in the CME Merger Agreement.

Also on July 30, 2014, CME entered into a support agreement (the “Support Agreement”) with certain beneficial owners of GFI common stock, including entities controlled by Michael Gooch, that collectively control 38% of the total issued and outstanding shares of GFI common stock as of June 30, 2014.

On September 8, 2014, Mr. Lynn delivered the letter below to the board of directors of GFI. The letter was made public on the following morning through a press release by BGC announcing its intention to commence is offer and attaching the letter.

September 8, 2014

Mr. Michael Gooch

Ms. Marisa Cassoni

Mr. Frank Fanzilli, Jr.

Mr. Colin Heffron

Mr. Richard Magee

c/o Christopher D’Antuono, General Counsel and Corporate Secretary

GFI Group Inc.

55 Water Street

New York, New York 10041

To the Board of Directors of GFI Group Inc. (“GFI”):

As you know, BGC Partners, Inc. (“BGC”) has over the course of several years repeatedly expressed an interest in acquiring GFI, and on July 29, 2014 delivered a letter to Messrs. Michael Gooch and Colin Heffron detailing its interest in acquiring 100% of GFI. We had expected to engage in a discussion, and therefore we were surprised to read the press release announcing your agreement with CME Group Inc. (“CME”). Your agreement provides for a two-step transaction in which CME will acquire all of the outstanding shares of GFI in exchange for $4.55 per share in CME Group Class A Common Stock, and immediately sell GFI’s wholesale brokerage and clearing businesses (including net cash, cash equivalents and clearing deposits of $191 million) to a private consortium of GFI’s management, including Messrs. Gooch and Heffron, for $165 million in cash and the assumption, at closing, of certain unvested deferred compensation and other liabilities.

BGC owns approximately 13.5% of GFI’s common stock. We believe that GFI’s customers and brokers would benefit from GFI being part of a larger, better capitalized and more diversified company. We are confident that a combination of GFI and BGC will produce increased productivity per broker, meaningful synergies and significant cost savings. We therefore continue to seek a negotiated merger with GFI that would provide superior value to your shareholders, and we are prepared to begin such negotiations immediately. However, given your lack of response to our offers, and our belief that the pending transaction deprives GFI shareholders of the opportunity to realize appropriate value, particularly given the significant discount agreed to with respect to the purchase of the brokerage and clearing business, we intend to make an offer directly to the GFI shareholders.

Our plan is to commence a cash tender offer to purchase 100% of the outstanding shares of common stock of GFI at $5.25 per share in cash, representing a premium of (i) more than 68% to the price of GFI’s common stock on July 29, 2014, the day before announcement of the transaction with CME, and (ii) more than 15% to the price offered by CME. Our tender offer will be conditioned on the tender of a sufficient number of shares of common stock of GFI such that, when added with the GFI common stock that we own, we would own a majority of the outstanding GFI common stock, on a fully diluted basis. The tender offer

will not be subject to any financing contingency. Nor will the offer be subject to the negotiation or execution of any merger agreement or other agreement with GFI or CME.

This all-cash offer will provide the GFI shareholders with immediate, certain and compelling value, without material contingencies.

We believe that there should not be any obstacles to completing our tender offer expeditiously. Our antitrust advisors at Wachtell, Lipton, Rosen & Katz have conducted an analysis of the competitive landscape and, based on their extensive experience and knowledge of the industry, have independently determined that there are no material regulatory obstacles to completing the transaction.

Without material contingencies and at a significant all-cash premium to the pending transaction, we believe that our offer constitutes a superior proposal to the pending transaction, and that your shareholders will find our offer extremely compelling.

By approving the merger agreement with CME, you, GFI’s board of directors, have determined to sell the company for $4.55 per share. Therefore, any action that you take, or allow the company or its management to take, to impair the ability of your shareholders to accept our $5.25 per share offer (such as the adoption of a poison pill), or that would negatively affect the value of the company (including actions outside of the ordinary course of business or inconsistent with past practice), either prior to, or after we commence our offer would be a clear breach of the board’s fiduciary duties. We will consider any and all options available to us to halt, block or otherwise limit any such inappropriate actions. Our proposal is clearly superior to the existing transaction involving CME and GFI’s management, a transaction that we believe reflects deep conflicts of interest.

We are prepared to make the offer to the GFI shareholders, but we continue to be willing to negotiate directly with GFI, Messrs. Gooch and Heffron and CME regarding a consensual transaction among the parties. We are open to discussing and addressing social issues such as senior management team composition and other concerns that you may have. We are available to commence such discussions immediately and hope that you accept our invitation to do so.

Sincerely,

Shaun D. Lynn

President

BGC Partners, Inc.

499 Park Avenue

New York, NY 10022

Also on September 8, 2014, Shaun D. Lynn, President of BGC, contacted Michael Gooch, to inform Mr. Gooch that Mr. Lynn and BGC believed BGC, GFI and CME could come to a mutually agreeable arrangement regarding a transaction with GFI.

On September 15, 2014, the board of directors of GFI, upon the recommendation of the special committee of the GFI board (the “GFI Special Committee”), determined that the offer set forth in the September 8, 2014 letter could reasonably be expected to lead to a “Superior Proposal” as defined in the CME Merger Agreement. Also on September 15, 2014, counsel for the GFI Special Committee provided a draft confidentiality agreement to BGC’s counsel. The respective counsels subsequently discussed the confidentiality agreement and exchanged revisions to such agreement.

On September 24, 2014, BGC and its counsel held discussions with representatives of the GFI Special Committee regarding preliminary due diligence questions that could be answered without the need for a confidentiality agreement. Following the September 24, 2014 call, counsel for BGC and counsel for the GFI Special Committee continued to exchange drafts of the confidentiality agreement on behalf of their respective clients.

On September 29, 2014, counsel for BGC sent to counsel for the GFI special committee a revised draft of the confidentiality agreement that reflected their prior negotiations, including that the agreement would limit the information to be provided to BGC to that regarding the Trayport and FENICS businesses and as such would have non-solicit and non-hire provisions that covered only employees of those businesses. BGC believed the proposed agreement was sufficiently protective of GFI and met the terms of the CME Merger Agreement, and BGC was prepared to execute that agreement.

On October 7, 2014, in response to a request from the GFI Special Committee, BGC sent a due diligence request list that was limited to information regarding the Trayport and FENICS businesses.

On October 10, 2014, counsel for the GFI Special Committee informed BGC’s counsel that the GFI Special Committee would not agree to enter into the confidentiality agreement as currently proposed that limited information provided and the non-solicit provision to the Trayport and FENICS businesses. Rather, the GFI Special Committee would require non-solicit and non-hire provisions for all of GFI’s employees.

As of the date of this Offer to Purchase, we and GFI have not entered into a confidentiality agreement, and the GFI Special Committee has not changed its recommendation for the CME Transaction.

On October 21, 2014, in light of the inability to reach agreement on the confidentiality agreement or otherwise, Mr. Lynn delivered the letter below to the board of directors of GFI:

October 21, 2014

Mr. Michael Gooch

Ms. Marisa Cassoni

Mr. Frank Fanzilli, Jr.

Mr. Colin Heffron

Mr. Richard Magee

c/o Christopher D’Antuono, General Counsel and Corporate Secretary

GFI Group Inc.

55 Water Street

New York, New York 10041

To the Board of Directors of GFI Group Inc. (“GFI”):

Following our letter of September 8, 2014 in which we stated our intent to commence a $5.25 per share all-cash tender offer to acquire all the outstanding shares of GFI common stock that we do not already own, BGC Partners, Inc. (“BGC”) has made good-faith attempts to privately negotiate a confidentiality agreement with you in anticipation of negotiating an agreement to acquire GFI. We were only seeking information regarding the Trayport and FENICS businesses, and not the brokerage businesses, and had offered to execute a non-solicitation and non-hire provision regarding these Trayport and FENICS employees. Regrettably, we have been met with unreasonable demands and delay tactics in our efforts to establish even this agreement with GFI. This has precluded us from gaining the information we were seeking and prevented any serious discussions of a potential negotiated transaction. Accordingly, BGC plans to make its offer directly to GFI shareholders via a tender offer to commence tomorrow.

the price of GFI’s common stock on July 29, 2014, the day before announcement of the transaction with CME, and (ii) more than 15% to the price offered by CME. Our all-cash offer will provide GFI shareholders with immediate, certain and compelling value, without material contingencies or significant execution risk. It will not be subject to a financing condition.

As an owner of 13.5% of GFI’s common stock, we continue to believe that GFI’s customers and brokers would benefit from GFI being part of a larger, better capitalized and more diversified company. We are confident that a combination of GFI and BGC will produce increased productivity per broker and meaningful synergies.

Our offer is clearly superior to the transaction involving CME and GFI’s management. We had hoped that GFI’s press release dated September 15 announcing the determination of the GFI Special Committee and Board that our offer “could reasonably be expected to lead to a ‘Superior Proposal’” represented a serious willingness to engage in discussions with us to reach a negotiated transaction free of any conflicts of interest. Given that expectation, we are disappointed that our various proposals regarding the terms of the confidentiality agreement covering the Trayport and FENICS information have been unacceptable to GFI and the management team, who have thwarted any merger negotiations. In light of your rejection of the terms of our proposed confidentiality agreement covering the Trayport and FENICS information, we have reached an impasse. Accordingly, we are now commencing our all-cash tender offer, which permits GFI shareholders to make their own decisions regarding their ownership of GFI. The tender offer is not subject to any financing condition and is also not conditioned on the termination of GFI’s merger agreement with CME or the support agreement executed by certain affiliates of GFI management.

We remain open to seeking a negotiated transaction with GFI and the CME and we are also open to conversations with GFI management regarding matters related to such agreement. However, in the interests of all shareholders, we will not delay commencing our tender offer any further.

We continue to believe that we will be able to complete our tender offer expeditiously and that the GFI shareholders will recognize the superiority of our offer over the CME Merger Agreement and we encourage them to tender their shares.

Sincerely,

Shaun D. Lynn

President

BGC Partners, Inc.

499 Park Avenue

New York, NY 10022

Other Transactions with GFI.

Except as described elsewhere herein, neither BGC nor any of its subsidiaries is currently engaged or has engaged, in the past two years, in any transactions with GFI or any of its subsidiaries required to be disclosed herein.

12. Purpose of the Offer; Plans for GFI.

Purpose of the Offer; Plans for GFI.

The purpose of the Offer is to acquire as much equity as is possible (and at least a majority equity interest) in GFI. The Offer is available for 100% of the outstanding equity interest in GFI, but the Minimum Tender Condition only requires that there be validly tendered and not withdrawn before the expiration of the Offer a

number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis. Ordinarily, we would seek to acquire any untendered Shares through a second-step merger involving GFI in which the remaining Shares would be converted into merger consideration. However, we may not be able to complete a second-step merger because of the agreements executed in connection with the CME Transaction. Specifically, certain stockholders of GFI, who control approximately 38% of GFI’s issued and outstanding Shares, agreed to the Support Agreement that such stockholders will vote for the CME Transaction and vote against any alternative transaction. The Support Agreement, accordingly, prevents such stockholders from transferring their shares, including by tendering such Shares into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement. The obligation under the Support Agreement to vote the Shares held by such stockholders against any alternative proposal for 12 months following the termination of the CME Merger Agreement, taken together with the requirement under GFI’s certificate of incorporation that any fundamental transaction (such as a merger) be approved by an affirmative vote of the holders of not less than 66²⁄₃% of the votes cast in such vote, may effectively prevent us from completing a merger to acquire the remaining Shares for a substantial period following the completion of this Offer. As a result, even if the Minimum Tender Condition is satisfied and we close the Offer, it is unlikely that we will be able to complete a second-step merger with GFI for some period of time unless the obligations under the Support Agreement are released and the stockholders that executed such Support Agreement agree to support such second-step merger. Consequently, it is possible that, if the Offer is completed, any untendered Shares will remain outstanding for some time. If we acquire Shares pursuant to the Offer, depending upon the number of Shares so acquired and other factors relevant to our equity ownership in GFI, we may, subsequent to the consummation of the Offer, seek to acquire the remaining untendered Shares through open market purchases, privately negotiated transactions, a tender or exchange offer or other transactions or a combination of the foregoing on such terms and at such prices as we shall determine, which may be greater than, equal to or less than the price offered in this Offer. We also reserve the right to dispose of Shares that we have acquired or may acquire.

If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of, a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”). Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any Proxy Solicitation or otherwise. We reserve the right, however, at any time to determine not to commence a Proxy Solicitation (or to terminate a Proxy Solicitation) if we determine it to be in our best interests to do so or if we determine that a Proxy Solicitation is unnecessary.

We intend to seek to cause GFI to terminate registration of the Shares under the Exchange Act as soon after the consummation of the Offer as the requirements for deregistration are met. See “The Offer—Section 7—Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations”.

In connection with the Offer, BGC and the Purchaser have reviewed, and will continue to review, various possible business strategies that it might consider in the event that BGC acquires control of GFI. In addition, if and to the extent that BGC acquires control of GFI or otherwise obtains access to the books and records of GFI, BGC and the Purchaser intend to conduct a detailed review of GFI and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel and consider and determine what, if any, changes would be desirable to achieve anticipated synergies in the combined company, in light of the circumstances which then exist. Such strategies could include, among other things, changes in GFI’s business,

corporate structure, rationalization of employment and cost levels, marketing strategies, capitalization, management or the divestiture of certain assets or businesses.

Except as described above or elsewhere in this Offer to Purchase, BGC and the Purchaser have no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving GFI or any of its subsidiaries (such as a merger, reorganization, liquidation, or sale or other transfer of a material amount of assets), any change in the GFI Board or management, any material change in GFI’s indebtedness, capitalization or dividend rate or policy or any other material change in GFI’s corporate structure or business.

13. Dividends and Distributions.

If, on or after the date of this Offer to Purchase, GFI (i) splits, combines or otherwise changes the Shares or its capitalization, (ii) acquires Shares or otherwise causes a reduction in the number of Shares, (iii) issues, distributes to stockholders or sells additional Shares, or any shares of any other class of capital stock, other voting securities or any securities convertible into or exchangeable for, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, or (iv) discloses that it has taken such action, then, without prejudice to our rights under “The Offer—Section 14—Conditions of the Offer”, we may make such adjustments in the offer price and other terms of the Offer as we deem appropriate to reflect such split, distribution, combination or other change including the number or type of securities offered to be purchased.

If, on or after the date of this Offer to Purchase, GFI declares or pays any cash dividend on the Shares or other distribution on the Shares, including without limitation any distribution of shares of any class or any other securities or warrants or rights, or issues with respect to the Shares any additional Shares, shares of any other class of capital stock, payable or distributable to stockholders of record on a date prior to the transfer of the Shares purchased pursuant to the Offer to us or our nominee or transferee on GFI’s stock transfer records, then, subject to the provisions of “The Offer—Section 14—Conditions of the Offer”, (i) the offer price may be reduced by the amount of any such cash dividends or cash distributions and (ii) the whole of any such non-cash dividend, distribution or issuance to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for our account and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for our account, accompanied by appropriate documentation of transfer, or (b) at our direction, be exercised for our benefit, in which case the proceeds of such exercise will promptly be remitted to us. Pending such remittance and subject to applicable law, we will be entitled to all rights and privileges as owner of any such non-cash dividend, distribution, issuance or proceeds and may withhold the entire offer price or deduct from the offer price the amount or value thereof, as determined by us in our sole discretion.

In the event that we make any change in the offer price or other terms of the Offer, including the number or type of securities offered to be purchased, we will inform GFI’s stockholders of this development and extend the expiration date of the Offer, in each case to the extent required by applicable law.

14. Conditions of the Offer.

Notwithstanding any other provision of the Offer, we are not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or expiration of the Offer), pay for any Shares, and may terminate or amend the Offer, if before the Expiration Date the Minimum Tender Condition, the Regulatory Condition, the Board Condition or the Impairment Condition shall not have been satisfied, or if, at any time on or after the date of this Offer to Purchase and before the time of payment for such Shares (whether or not any Shares have theretofore been accepted for payment pursuant to the Offer), any of the following conditions exist:

(i) there is threatened, instituted or pending any claim, action or proceeding by any government, governmental authority or agency or any other person, domestic, foreign or supranational, (a) challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some or all of the Shares by us or any of our subsidiaries or affiliates or the consummation by us or any of our subsidiaries or affiliates of a merger or other similar business combination involving GFI, (b) seeking to obtain material damages in connection with, or otherwise directly or indirectly relating to, the transactions contemplated by the Offer or any such merger or other similar business combination, (c) seeking to restrain or prohibit the exercise of our full rights of ownership or operation by us or any of our subsidiaries or affiliates of all or any portion of our business or assets or those of GFI or any of our or GFI’s respective subsidiaries or affiliates or to compel us or any of our subsidiaries or affiliates to dispose of or hold separate all or any portion of our business or assets or those of GFI or any of our or GFI’s respective subsidiaries or affiliates or seeking to impose any limitation on our or any of our subsidiaries or affiliates ability to conduct such businesses or own such assets, (d) seeking to impose or confirm limitations on our ability or that of any of our subsidiaries or affiliates effectively to retain and exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by us or any of our subsidiaries or affiliates on all matters properly presented to GFI’s stockholders, (e) seeking to require divestiture or sale by us or any of our subsidiaries or affiliates of any Shares, (f) seeking any material diminution in the benefits expected to be derived by us or any of our subsidiaries or affiliates as a result of the transactions contemplated by the Offer or any merger or other business combination involving GFI or (g) that otherwise, in our reasonable judgment, has or may have material adverse significance with respect to either the value of GFI or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates;

(ii) any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to BGC, the Purchaser or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Shares, or any merger or other business combination involving GFI, by any court, government or governmental authority or agency, domestic, foreign or supranational (other than the application of the waiting period provisions of any Antitrust Laws to the Offer or to any such merger or other business combination), that, in our reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in clauses (a) through (g) of paragraph (i) above;

(iii) from and after December 31, 2013, any change occurs, or has occurred, or is threatened (or any development occurs, or has occurred, or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of GFI and its subsidiaries, taken as a whole, that, in our reasonable judgment, is or may be materially adverse to GFI and its subsidiaries, taken as a whole, we become aware of any facts that, in our reasonable judgment, have or may have material adverse significance with respect to either the value of GFI or any of its affiliates or the value of the Shares to us, or we become aware that any material contractual right or obligation of GFI or any of its subsidiaries that, in our reasonable judgment, could result in a material decrease in the value of the Shares purchased in the Offer to us;

(iv) there occurs (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (b) any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on the date of this Offer to Purchase, (c) any change in the general political, market, economic or financial conditions in the United States or elsewhere that, in our reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of GFI and its subsidiaries, taken as a whole, (d) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (e) any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor, (f) the commencement of a war, armed hostilities or other international or national

calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States, (g) any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in our reasonable judgment, may adversely affect, the extension of credit by banks or other financial institutions or (h) in the case of any of the foregoing existing as of the close of business on the date of this Offer to Purchase, a material acceleration or worsening thereof;

(v) after the date of this Offer to Purchase, (a) a tender or exchange offer for some or all of the Shares has been publicly proposed to be made or has been made by another person (including GFI or any of its subsidiaries or affiliates), or has been publicly disclosed, or we otherwise learn that any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of GFI (including the Shares), through the acquisition of stock, the formation of a group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of GFI (including the Shares) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on the date of this Offer to Purchase, (b) any such person or group which, prior to the date of this Offer to Purchase, had filed such a Schedule with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of GFI, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of GFI constituting 1% or more of any such class or series, (c) any person or group has entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender or exchange offer or a merger, consolidation or other business combination with or involving GFI or (d) any person has filed a Notification and Report Form under the HSR Act or made a public announcement reflecting an intent to acquire GFI or any assets or securities of GFI;

(vi) GFI or any of its subsidiaries has (a) split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Shares or its capitalization, (b) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Shares or other securities, (c) issued or sold, or authorized or proposed the issuance or sale of, any additional Shares, shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other than the issuance of Shares pursuant to and in accordance with the terms in effect on the date of this Offer to Purchase, of employee stock options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock, (d) permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of GFI, (e) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of GFI, including without limitation any distribution of shares of any class or any other securities or warrants or rights, (f) altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary course of business, (g) other than the GFI board’s recommendation for the CME Transaction, authorized, recommended, proposed or announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right of GFI or any of its subsidiaries or any comparable event not in the ordinary course of business, including amending or modifying the CME Transaction, (h) authorized, recommended, proposed or announced its intent to enter into or entered into any agreement or arrangement with any person or group that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of GFI or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates, (i) adopted, entered into or amended any employment, severance, change of control, retention or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees

or consultants as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by us or our consummation of any merger or other similar business combination involving GFI (including, in each case, in combination with any other event such as termination of employment or service), (j) except as may be required by law, taken any action to terminate or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of GFI or any of its subsidiaries, or we shall have become aware of any such action which was not previously announced, (k) transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment, severance, change of control or other similar agreement, in each case other than in the ordinary course of business, or (l) amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or other similar constituent documents) or we become aware that GFI or any of its subsidiaries shall have amended, or authorized or proposed any amendment to any of their respective certificates of incorporation or bylaws (or other similar constituent documents) which has not been previously disclosed;

(vii) we become aware (a) that any material contractual right of GFI or any of its subsidiaries has been impaired or otherwise adversely affected or that any material amount of indebtedness of GFI or any of its subsidiaries (other than indebtedness under its existing indenture and credit agreement) has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date or other material penalty, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the consummation by us or any of our subsidiaries or affiliates of a merger or other similar business combination involving GFI or (b) of any covenant, term or condition in any instrument or agreement of GFI or any of its subsidiaries that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of GFI or any of its affiliates or the value of the Shares to us or any of our affiliates (including any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the Shares by us or our consummation of a merger or other similar business combination involving GFI);

(viii) we or any of our affiliates enters into a definitive agreement or announces an agreement in principle with GFI providing for a merger or other similar business combination with GFI or any of its subsidiaries or the purchase of securities or assets of GFI or any of its subsidiaries, or we and GFI reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated; or

(ix) GFI or any of its subsidiaries shall have (i) granted to any person proposing a merger or other business combination with or involving GFI or any of its subsidiaries or the purchase of securities or assets of GFI or any of its subsidiaries any type of option, warrant or right which, in our reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Shares or other securities, assets or business of GFI or any of its subsidiaries) or (ii) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase.

The foregoing conditions are for the sole benefit of BGC, the Purchaser and their affiliates and may be asserted by us in our discretion regardless of the circumstances giving rise to any such conditions or may be waived by us in our sole discretion in whole or in part at any time or from time to time before the Expiration Date. We expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer. Our failure at any time to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances. Each such right shall be deemed an ongoing right which may be asserted at any time or from time to time.

15. Certain Legal Matters; Regulatory Approvals.

General. Based on our examination of publicly available information filed by GFI with the SEC and other publicly available information concerning GFI, we are not aware of any governmental license or regulatory

permit that appears to be material to GFI’s business that might be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except as described below under Other State Takeover Statutes, such approval or other action will be sought. There can be no assurance that any such approval or other action, if needed, would be obtained (with or without substantial conditions) or that if such approvals were not obtained or such other actions were not taken adverse consequences might not result to GFI’s business or certain parts of GFI’s business might not have to be disposed of, any of which could cause us to elect to terminate the Offer without the purchase of Shares thereunder. Our obligation under the Offer to accept for payment and pay for Shares is subject to the conditions set forth in “The Offer—Section 14—Conditions of the Offer”.

Other State Takeover Statutes. A number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. GFI, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described herein, we do not know whether any of these laws will, by their terms, apply to the Offer or any merger or other business combination between us or any of our affiliates and GFI, and we have not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or any such merger or other business combination, we believe that there are reasonable bases for contesting such laws.

In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

If any government official or third party seeks to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and GFI, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “The Offer—Section 14—Conditions of the Offer”.

Antitrust. Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the FTC), certain acquisition transactions may not be consummated unless certain information has

been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied.

Pursuant to the requirements of the HSR Act, BGC originally filed a Notification and Report Form with respect to the Offer with the Antitrust Division and the FTC on September 15, 2014. The original Notification and Report Form was withdrawn on September 30, 2014 and resubmitted on October 2, 2014. On October 17, 2014, the FTC granted early termination of the waiting period applicable to the purchase of Shares pursuant to the Offer under the HSR Act.

The Antitrust Division and the FTC could scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer at any time before or after the consummation of any such transactions, and they could take such action under the antitrust laws as they deem necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of our or GFI’s substantial assets. Private parties and individual states may also bring legal actions under the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer—Section 14—Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

The consummation of the Offer may also be subject to antitrust filings in other countries in addition to the United States. We believe that any required approvals or clearances will be obtained, but there can be no assurance that all such approvals or clearances will be obtained.

Appraisal Rights. You do not have appraisal rights as a result of the Offer.

Other. Based upon our examination of publicly available information concerning GFI, it appears that GFI and its subsidiaries own property and conduct business in a number of foreign countries. In connection with the acquisition of Shares pursuant to the Offer, the laws of certain of these foreign countries may require the filing of information with, or the obtaining of the approval of, governmental authorities therein. After commencement of the Offer, we will seek further information regarding the applicability of any such laws and currently intend to take such action as they may require, but no assurance can be given that such approvals will be obtained.

Any merger or other similar business combination with GFI would also have to comply with any applicable U.S. federal law. In particular, unless the Shares were deregistered under the Exchange Act prior to such transaction, if such merger or other business combination were consummated more than one year after termination of the Offer or did not provide for stockholders to receive cash for their Shares in an amount at least equal to the price paid in the Offer, we may be required to comply with Rule 13e-3 under the Exchange Act. If applicable, Rule 13e-3 would require, among other things, that certain financial information concerning GFI and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such a transaction be filed with the SEC and distributed to such stockholders prior to consummation of the transaction.

16. Legal Proceedings

We are not aware of any legal proceedings relating to this Offer.

17. Fees and Expenses.

Cantor Fitzgerald & Co. is acting as our financial advisor and as the Dealer Manager in connection with the Offer and will receive customary fees in connection with this engagement. We have agreed to reimburse the Dealer Manager for reasonable out-of-pocket expenses incurred in connection with the Offer and to indemnify

the Dealer Manager against certain liabilities, including certain liabilities under the U.S. federal securities laws. Cantor Fitzgerald & Co. is an affiliate of each of the Purchaser and BGC.

We have retained Innisfree M&A Incorporated to act as the Information Agent and American Stock Transfer & Trust Company, LLC to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph and personal interviews and may request brokers, dealers, banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

We will not pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Manager, the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, banks, trust companies and other nominees will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

18. Miscellaneous.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, in our sole discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of BGC or the Purchaser not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

We have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer. In addition, a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by GFI pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the GFI board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. The Schedule TO and Schedule 14D-9 and any amendments thereto, including exhibits, may be examined and copies may be obtained from the offices of the SEC in the manner described in “The Offer—Section 9—Certain Information Concerning the Purchaser and BGC of this Offer to Purchase”.

BGC PARTNERS, L.P.

October 22, 2014

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF BGC PARTNERS, INC.

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of the Purchaser are set forth below. References in this Schedule I to “BGC”, “we” or “our” mean the Purchaser, BGC Partners, Inc. The current business address of each director and executive officer is c/o BGC Partners, Inc., 499 Park Avenue, New York, NY 10022. The current business telephone of each director and executive officer is (212) 610-2200. Where no date is shown, the individual has occupied the position indicated for the past five years. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with the Purchaser. Each director is a United States citizen. Messrs. Sadler, Lynn and Windeatt are citizens of the United Kingdom. The other officers are United States citizens. Except as described in this Schedule I, none of the directors and executive officers of BGC listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

DIRECTORS

I-1


Name	Age		Present Principal Occupation or Employment; Five-Year Employment History

			the Board of Directors of Washington FirstBank, and Fresh Del Monte Produce, Inc., a producer and marketer of fresh produce.

Albert M. Weis		87	Mr. Weis has been a director of our Company since October 2002. Mr. Weis has been President of A.M. Weis & Co., Inc., a money management company, since 1976. Mr. Weis was Chairman of the New York Cotton Exchange from 1997 to 1998, 1981 to 1983 and 1977 to 1978. From 1998 to 2000, Mr. Weis was Chairman of the New York Board of Trade. From 1996 to 1999, Mr. Weis was a director and chairman of the Audit Committee of Synetic Inc., a company that designs and manufactures data storage products, and, from 1999 to 2001, he was a director and chairman of the Audit Committee of Medical Manager Corporation (successor to Synetic Inc.).

Stephen T. Curwood		66	Mr. Curwood has been a director of our Company since December 2009. Mr. Curwood has been President of the World Media Foundation, Inc., a non-profit media production company, since 1992 and Senior Managing Director of SENCAP LLC, a New York and New Hampshire-based investment group, since 2005. Mr. Curwood has been a principal of Mamawood Pty Ltd., a media holding company based in Johannesburg, with investments in South Africa, since 2005. Mr. Curwood was a member of the Board of Managers of Haverford College from 2011 to 2012, and served on the Investment Committee and as a chair of the Committee on Social Investment Responsibility. From 1996 to 2003, Mr. Curwood was a lecturer in Environmental Science and Public Policy at Harvard University. Mr. Curwood was a trustee of Pax World Funds, a $2.5 billion group of investment funds focused on sustainable and socially responsible investments based in Portsmouth, New Hampshire, from 2007 until 2009.

William J. Moran		73	Mr. Moran has been a director of our Company since June 2013. Mr. Moran retired from JPMorgan Chase & Co. in June 2005, after serving as its Executive Vice President since 1997 and General Auditor since 1992. He served as a director of eSpeed, Inc., the Company’s predecessor, from December 1999 to November 2005. Mr. Moran also served as a director of Sovereign Bancorp, Inc. from 2006 until it was acquired by Banco Santander, S.A. in 2009. He served on the Board of Directors of ELX Futures, L.P. from 2009 until June 2013. He also serves on the Advisory Board of the School of Management of Marist College and on the Board of Directors of The College of Technology. He also previously served as a director of Lighthouse International. He is a member of the American Institute of Certified Public Accountants and the New York Society of Certified Public Accountants, and was a member of the Bank Administration Institute and the Institute of Internal Auditors.

Linda A. Bell		55	Dr. Bell has been a director of our Company since July 2013. Dr. Bell has served as the Provost and Dean of the Faculty at Barnard College, Columbia University since 2012, where she is also a Professor of Economics. Previous to joining Barnard, Dr. Bell was the Provost and John B. Hurford Professor of Economics at Haverford College from 2007 to 2012 and a member of the faculty since 1992. Prior to her tenure at Haverford, Dr. Bell held visiting faculty appointments at Stanford University, the University of California, San Diego, the John F. Kennedy School of Government at Harvard University, the Woodrow Wilson School

I-2


Name	Age	Present Principal Occupation or Employment; Five-Year Employment History

		of Public Administration at Princeton University, and the Stern School of Business Administration at New York University. Dr. Bell has also served as a research fellow at the Institute for the Study of Labor (IZA) in Bonn, Germany since 2003, and as a senior consultant for the labor practice group of the National Economic Research Associates since 2006. In addition, she served on the Board of Directors and Regulatory Oversight Committee of ELX Futures, a fully electronic exchange, from 2009 to July 2013.

I-3

EXECUTIVE OFFICERS


Name	Age		Present Principal Occupation or Employment; Five-Year Employment History
Shaun D. Lynn		51	Mr. Lynn has been our President since April 2008. Previously, Mr. Lynn had been President of BGC Partners, L.P. since 2004 and served as Executive Managing Director of Cantor from 2002 to 2004. Mr. Lynn also served as Senior Managing Director of European Government Bonds and Managing Director of Fixed Income from 1999 to 2002. From 1989 to 1999, Mr. Lynn held various business management positions at Cantor and its affiliates. Prior to joining Cantor in 1989, Mr. Lynn served as a Desk Head for Fundamental Brokers International in 1989 and was Associate Director for Purcell Graham from 1983 to 1989. Mr. Lynn is on the supervisory board of the Electronic Liquidity Exchange.

Stephen M. Merkel		56	Mr. Merkel has been our Executive Vice President, General Counsel and Secretary since September 2001 and was our Senior Vice President, General Counsel and Secretary from June 1999 to September 2001. Mr. Merkel served as a director of our Company from September 2001 until October 2004. Mr. Merkel has been Executive Managing Director, General Counsel and Secretary of Cantor since December 2000 and was Senior Vice President, General Counsel and Secretary of Cantor from May 1993 to December 2000. Prior to joining Cantor, Mr. Merkel was Vice President and Assistant General Counsel of Goldman Sachs & Co. from February 1990 to May 1993. From September 1985 to January 1990, Mr. Merkel was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Merkel is on the supervisory board of the Electronic Liquidity Exchange, and is a founding board member of the Wholesale Markets Brokers’ Association, Americas.

Anthony Graham Sadler		58	Mr. Sadler has been our Chief Financial Officer since April 2009. Previously, Mr. Sadler had been the Chief Financial Officer for Europe and Asia for both BGC Partners and Cantor. From 1997 to 2008, Mr. Sadler held various positions in Bear Stearns, serving as Chief Financial Officer and Chief Operating Officer of Bear Stearns-Europe from 2005 to 2008, and was a member of the European Executive Committee. Prior to that time, from 1983 to 1997, he was employed at Barclays Capital (and its predecessor de Zoete & Bevan) in a variety of finance positions, including two years as Director of Global Finance and two years as Divisional Director of the Markets Division. Mr. Sadler also trained with Peat Marwick Mitchell (now KPMG) in public accounting.

Sean A. Windeatt		41	Mr. Windeatt has been our Chief Operating Officer since January 2009. Mr. Windeatt has been Executive Managing Director and Vice President of BGC Partners since 2007 and served as a Director of Cantor Fitzgerald International from 2004 to 2007. Mr. Windeatt also served as a Business Manager and member of the finance department of Cantor Fitzgerald International from 1997 to 2003.

I-4

SCHEDULE II

SECURITIES TRANSACTIONS IN THE PAST 60 DAYS

Other than the purchase of shares of GFI common stock in the open market by the Purchaser and its affiliate set forth in the table below, none of BGC, the Purchaser or any of the persons identified on Schedule I has engaged in any transaction involving any securities of GFI in the past 60 days.


Name of Purchaser	Date of Transaction	Amount of Shares		Price per Share (in $)
BGC Partners, L.P.	8/28/14		50,000		4.5250
BGC Partners, L.P.	8/29/14		50,000		4.5235
BGC Partners, L.P.	9/2/14		40,000		4.4950
BGC Partners, L.P.	9/3/14		2,208,392		4.5287
BGC Partners, L.P.	9/4/14		4,221,969		4.5416
BGC Partners, L.P.	9/5/14		759,587		4.5363
BGC Partners, L.P.	9/8/14		3,620,037		4.7955
Cantor Fitzgerald & Co.	8/27/14		23,448		4.5000
Cantor Fitzgerald & Co.	8/28/14		12,480		4.5293
Cantor Fitzgerald & Co.	8/29/14		9,072		4.5130

II-1

The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:


If delivering by mail:		If delivering by courier:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042		AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Operations Center Attn: Reorganization Department 6201 15^th Avenue Brooklyn, New York 11219

Questions or requests for assistance may be directed to the Information Agent and the Dealer Manager at their telephone numbers, addresses and/or email addresses set forth below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders May Call Toll-Free:

(888) 750-5884

Banks & Brokers May Call Collect:

(212) 750-5833

The Dealer Manager for the Offer is:

Cantor Fitzgerald & Co.

EX-99.A.1.B 3 d807022dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

to Tender Shares of Common Stock

GFI Group Inc.

$5.25 NET PER SHARE

pursuant to the Offer to Purchase

dated October 22, 2014

BGC Partners, L.P.,

an operating subsidiary of

BGC Partners, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

CITY TIME, AT THE END OF THE DAY ON NOVEMBER 19, 2014 UNLESS THE OFFER IS

EXTENDED OR EARLIER TERMINATED.

The Depositary for the Offer is:

By Mail:

AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

By Overnight Courier:

AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, New York 11219

This Letter of Transmittal may ONLY be used to tender certificated Shares and may not be used to tender restricted shares of Common Stock.

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via facsimile to a number other than as set forth above, will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete the Form W-9 set forth below.

The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.


DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))	Shares Tendered (Attach additional list, if necessary)
	Certificate Number(s) (1)	Number of Shares Represented by Certificate(s) (1)	Number of Shares Tendered (2)



	Total Shares:
(1) Include Certificate number(s) for the Common Stock being tendered. (2) Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

The Offer (as defined below) is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares (as defined below) in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. As used in this Letter of Transmittal, the term “Share Certificates” refers to certificates of shares of Common Stock.

This Letter of Transmittal is to be used by stockholders of GFI Group Inc. (the “Company”) if Share Certificates are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof). This Letter of Transmittal may ONLY be used to tender certificated Shares and may not be used to tender restricted shares of Common Stock.

Holders of Shares whose Share Certificates are not immediately available, or Holders of Shares who cannot deliver the certificates, cannot complete the procedure for delivery by book-entry transfer on a timely basis or cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

If any Share Certificate(s) you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent (the “Transfer Agent”) at 877-830-4936, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificate(s) may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.

TENDER OF SHARES

¨	Check here if tendered Shares are being delivered by book-entry transfer to the Depositary’s account at the Book-Entry Transfer Facility and complete the following (only participants in the Book-Entry Transfer Facility may deliver Shares by book-entry transfer):


Name of Tendering Institution:



Account Number:



Transaction Code Number:

¨	Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:


Name(s) of Registered Holder(s):



Window Ticket Number (if any):



Date of Execution of Notice of Guaranteed Delivery:



Name of Eligible Institution that Guaranteed Delivery:



If delivery is by book-entry transfer, provide the following:



Name of Tendering Institution:



Account Number:



Transaction Code Number:

Note: Signatures must be provided below.

Please read the instructions set forth in this Letter of Transmittal carefully.

Ladies and Gentlemen:

The undersigned hereby tenders to BGC Partners, L.P., a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc. a Delaware corporation, the above-described shares of common stock, par value $0.01 per share (the “Common Stock”), of GFI Group Inc., a Delaware corporation (the “Company”), at a purchase price of $5.25 per Share, net to the seller in cash without interest, and subject to deduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 22, 2014, and in this Letter of Transmittal (which together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”).

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”) and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the Purchaser’s officers and designees as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares or other securities to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares (and any and all other Shares or other securities issued or issuable in respect of such shares) tendered hereby and all Distributions and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of the Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto, will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and/or return any Share Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and/or return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and/or return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted for payment is to be issued in the name of someone other than the undersigned. Issue check to:
Name:
		(Please print)

Address:


(Include Zip Code)


(Tax Identification or Social Security Number) (Also complete Form W-9 below)



Account Number:


SPECIAL DELIVERY INSTRUCTIONS (See Instructions l, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of Shares Tendered.” Mail check to:

Name:
		(Please print)

Address:


(Include Zip Code)


(Tax Identification or Social Security Number) (Also complete Form W-9 below)

IMPORTANT

SHAREHOLDER: SIGN HERE

(U.S. Holders: Please complete and return the Form W-9 included below)

(Non-U.S. Holders: Please obtain, complete and return appropriate IRS Form W-8)


Signature(s) of Owner(s):



Name(s):



Capacity (Full Title):
(See Instructions)



Address:


(Include Zip Code)



Area Code and Telephone Number:



Tax Identification or Social Security Number:
(See Form W-9 Below)



Dated:

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)

(If required—See Instructions 1 and 5)

(PLACE MEDALLION GUARANTEE IN SPACE BELOW)


Authorized Signature(s):



Name and Capacity (Full Title):



Name of Firm:



Address:


(Include Zip Code)

Area Code and Telephone Number:

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. This Letter of Transmittal may ONLY be used to tender certificated Shares. Share Certificates, or timely confirmation (a “Book-Entry Confirmation”) of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date.

Stockholders whose Share Certificates are not immediately available or who cannot deliver the certificates, or who cannot complete the procedure for delivery by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered shares of Common Stock, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of Share Certificates the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or a manually signed facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares and any other required information should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all of the shares of Common Stock evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered

in the box entitled “Number of Shares Tendered.” In this case, new certificates for the Common Stock that were evidenced by your old certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted and signatures must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of any certificates or separate stock powers are required unless payment is to be made or any certificates not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed and transmitted hereby, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificates, not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or Share Certificates, not tendered or not accepted for payment are to be issued or returned to, a person other than the signer of this Letter of Transmittal or if a check and/or such certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed and signatures must be guaranteed by an Eligible Institution.

8. Form W-9. A tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct, that such stockholder is not subject to backup withholding of U.S. federal income tax and that such stockholder is a U.S. person (including a U.S. resident alien, each as defined for U.S. federal income tax purposes). If such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification

box of the Form W-9. Failure to provide the information on the Form W-9 may subject the tendering stockholder to U.S. federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write “Applied For” in the space provided for the TIN in Part 1 of the Form W-9, and sign and date the Form W-9. If “Applied For” is written in Part 1 and the Depositary is not provided with a TIN before the time of payment, the Depositary will withhold a portion of the payment of the purchase price to such stockholder.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary or online at www.irs.gov, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which IRS Form W-8 is appropriate. See the instructions attached to the IRS Form W-9.

9. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent (as defined in the Offer to Purchase) at the address and phone number set forth below, or from brokers, dealers, commercial banks or trust companies.

10. Lost, Destroyed or Stolen Certificates. If any Share Certificates have been lost, destroyed or stolen, the stockholder should promptly notify the GFI’s Transfer Agent (toll-free telephone number: 877-830-4936). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

11. Irregularities. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law or any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

Important: In order for Shares to be validly tendered, (1) this Letter of Transmittal (or a manually signed facsimile hereof) together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary prior to the Expiration Date and Share Certificates, must be received by the Depositary or, if Shares are held through the Book-Entry Transfer Facility, must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Date, or (2) the tendering stockholder must comply with the procedures for guaranteed delivery set forth herein and in the Offer to Purchase. The procedures for guaranteed delivery may not be used during any Subsequent Offering Period (as defined in Section 1 in the Offer to Purchase). This Letter of Transmittal may ONLY be used to tender certificated Shares and may not be used to tender restricted shares of Common Stock.

Questions and requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent at its telephone number and location listed below, and will be furnished promptly at the Purchaser’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20^th Floor

New York, New York 10022

Stockholders May Call Toll-Free: (888) 750-5884

Banks & Brokers May Call collect: (212) 750-5833

IMPORTANT TAX INFORMATION

Under federal income tax law, a stockholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the TIN is such stockholder’s social security number or individual taxpayer identification number. If the correct TIN is not provided, the stockholder may be subject to penalties imposed by the Internal Revenue Service and payments of cash to the tendering stockholder (or other payee) pursuant to the Offer may be subject to backup withholding.

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder’s correct TIN by completing the Form W-9 included in this Letter of Transmittal certifying (1) that the TIN provided on the Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) that the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the Internal Revenue Service that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the Internal Revenue Service has notified the stockholder that the stockholder is no longer subject to backup withholding, and (3) the stockholder is a U.S. person (including a U.S. resident alien).

Certain stockholders (including, among others, all corporations and certain foreign individuals) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary or online at www.irs.gov. Such stockholders should consult a tax advisor to determine which IRS Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, enter the appropriate “Exempt payee code” in the “Exemptions” box of the IRS Form W-9, and sign, date and return the IRS Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the instructions attached to the IRS Form W-9.

If backup withholding applies, the Depositary is required to withhold and pay over to the Internal Revenue Service a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a stockholder’s U.S. federal income tax liability, provided the required information is timely furnished in the appropriate manner to the Internal Revenue Service.

Form W-9

(Rev. August 2013)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Exemptions
(see instructions):

¨ Individual/sole proprietor

¨ C Corporation

S Corporation

Partnership

¨ Trust/estate

Exempt payee code
(if any)

¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

¨ Other (see instructions) ^u

Exemption from
FATCA reporting code
(if any)

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. citizen or other U.S. person (defined below), and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

•

An individual who is a U.S. citizen or U.S. resident alien,

•

A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•

An estate (other than a foreign estate), or

•

A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.


		Cat. No. 10231X		Form W-9 (Rev. 8-2013)

Form W-9 (Rev. 8-2013)

Page 2

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

•

In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity,

•

In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and

•

In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships on page 1.

What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The

Form W-9 (Rev. 8-2013)

Page 3

name on the “Name” line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required U.S. federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following codes identify payees that are exempt from backup withholding:

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for		THEN the payment is exempt for
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

²	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

Form W-9 (Rev. 8-2013)

Page 4

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are

merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.


What Name and Number To Give the Requester
		For this type of account:	Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account ¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor ²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee ¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner ¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner ³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
		For this type of account:	Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity ⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

Form W-9 (Rev. 8-2013)

Page 5

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

*Note.

Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

•

Protect your SSN,

•

Ensure your employer is protecting your SSN, and

•

Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.A.1.C 4 d807022dex99a1c.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

to Tender Shares of Common Stock

GFI Group Inc.

$5.25 NET PER SHARE

pursuant to the Offer to Purchase

dated October 22, 2014

BGC Partners, L.P.,

an operating subsidiary of

BGC Partners, Inc.

(Not to be used for signature guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,

AT THE END OF THE DAY ON NOVEMBER 19, 2014

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

This Notice of Guaranteed Delivery must be used to accept the Offer (as defined below) if (i) Share Certificates (as defined below) are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach American Stock Transfer & Trust Company, LLC (the “Depositary”) on or prior to the expiration of the Offer. This form may be transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase. The procedures for guaranteed delivery may not be used during any subsequent offering period.

The Depositary for the Offer is:

By Mail:

AMERICAN STOCK TRANSFER &

TRUST COMPANY, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

By Overnight Courier:

AMERICAN STOCK TRANSFER &

TRUST COMPANY, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, New York 11219

Delivery of this Notice of Guaranteed Delivery to an address other than one set forth above, or transmission of instructions via facsimile to a number other than the facsimile number set forth above will not constitute a valid delivery to the Depositary.

This Notice of Guaranteed Delivery to the Depositary is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” (as defined in the Offer to Purchase) under the instructions thereto, such signature guarantees must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) and Share Certificates to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. As used herein, “Share Certificates” refers to certificates of shares of Common Stock.

Ladies and Gentlemen:

The undersigned hereby tenders to BGC Partners, L.P., a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc. a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 22, 2014 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock (including restricted shares), par value $0.01 per share (the “Common Stock”) of GFI Group Inc., a Delaware corporation (the “Company”) (each share of Common Stock is referred to herein as a “Share”), set forth below, pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.


		Number of Shares Tendered:				Name(s) of Record Holder(s):


		Certificate No(s). (if available)(1):
						(please type or print)




						Address(es):

		¨ Check if securities will be tendered by book-entry transfer
		Name of Tendering Institution:
						(zip code)


						Area Code and Telephone No.(s):



		DTC Account No.:				Signature(s):

		Dated: , 2014

(1)	Include certificate numbers for the Common Stock related to the Shares being tendered.

GUARANTEE

(Not to be used for signature guarantees)

The undersigned, an Eligible Institution (as defined in Section 3 of the Offer to Purchase), hereby guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) that the tender of Shares effected hereby complies with Rule 14e-4 under the Exchange Act and (iii) to deliver to the Depositary Share Certificates, in proper form for transfer, or all tendered Shares pursuant to the procedure for book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined in Section 3 of the Offer to Purchase), in either case together with the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three New York Stock Exchange trading days after the date hereof.


Name of Firm:



Address:

(zip code)


(Authorized Signature)



Name:


(please type or print)



Title:



Area Code and Tel. No.:

Date: , 2014

Note:

Do not send Share Certificates with this Notice of Guaranteed Delivery. Share Certificates should be sent with your Letter of Transmittal.

EX-99.A.1.D 5 d807022dex99a1d.htm FORM OF LETTER TO BROKERS, DEALERS Form of Letter to Brokers, Dealers

Exhibit (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

GFI Group Inc.

$5.25 NET PER SHARE

pursuant to the Offer to Purchase

dated October 22, 2014

BGC Partners, L.P.,

an operating subsidiary of

BGC Partners, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 19, 2014 UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

October 22, 2014

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by BGC Partners, L.P., a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc. a Delaware corporation (“BGC”), to act as Information Agent in connection with the Purchaser’s offer to purchase all outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) (each share of Common Stock is referred to herein as a “Share”), at a purchase price of $5.25 per Share, net to the seller in cash, without interest and subject to deduction for any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 22, 2014 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) enclosed herewith.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

Offer to Purchase dated October 22, 2014;

Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients (manually signed facsimile copies of the Letter of Transmittal may be used to tender Shares), together with the included Internal Revenue Service Form W-9;

Notice of Guaranteed Delivery to be used to accept the Offer if share certificates for such Shares (the “Share Certificates”), or, if certificates have been issued in respect of the Rights prior to the expiration of the Offer, certificates representing shares of Common Stock and certificates representing the associated Rights, are not immediately available or if the Share Certificates, or, if certificates have been issued in respect of the Rights prior to the expiration of the Offer, certificates representing shares of Common Stock and certificates representing the associated Rights, and all other required documents cannot be delivered to American Stock Transfer and Trust Company, LLC (the “Depositary”), or if the procedures for book-entry transfer cannot be completed, in each case, on a timely basis; and

A printed form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

In order to take advantage of the Offer, (i) a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in

connection with a book-entry delivery of Shares, and other required documents should be sent to the Depositary and (ii) Share Certificates (as defined in the Letter of Transmittal) should be tendered by book-entry transfer into the Depositary’s account maintained at the Book-Entry Transfer Facility (as described in Section 3 of the Offer to Purchase), all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

Stockholders whose Share Certificates are not immediately available or who cannot deliver the certificates, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Purchaser will not pay any fees or commissions to any broker or dealer or to any other person (other than to the undersigned and the Depositary) in connection with the solicitation of tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse you for customary mailing and handling costs incurred by you in forwarding the enclosed materials to your clients. The Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on November 19, 2014, unless the Offer is extended or earlier terminated. Previously tendered Shares may be withdrawn at any time prior to the Expiration Date and, if Purchaser has not accepted such Shares for payment by December 22, 2014, such Shares may be withdrawn at any time after that date until Purchaser accepts Shares for payment.

Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date or the previously scheduled termination of any subsequent offering period, as applicable, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. The procedures for guaranteed delivery described in Section 3 of the Offer to Purchase may not be used during any subsequent offering period.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall constitute you or any other person as an agent of the Purchaser, BGC, the Company, the Information Agent, the Depositary or any affiliate of any of the foregoing or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the documents enclosed herewith and the statements contained therein.

EX-99.A.1.E 6 d807022dex99a1e.htm FORM OF LETTER TO CLIENTS Form of Letter to Clients

Exhibit (a)(1)(E)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

GFI Group Inc.

$5.25 NET PER SHARE

pursuant to the Offer to Purchase

dated October 22, 2014

BGC Partners, L.P.,

an operating subsidiary of

BGC Partners, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00

MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON

NOVEMBER 19, 2014 UNLESS THE OFFER IS EXTENDED OR EARLIER

TERMINATED.

October 22, 2014

To Our Clients:

Enclosed for your consideration is the Offer to Purchase dated October 22, 2014 (the “Offer to Purchase”) and a related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by BGC Partners, L.P., a Delaware limited partnership and an operating subsidiary of BGC Partners, Inc. a Delaware corporation (“BGC”) to purchase all outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) (each share of Common Stock is referred to herein as a “Share”) of GFI Group Inc. (“GFI” or the “Company”), at a purchase price of $5.25 per Share, net to the seller in cash, without interest and subject to deduction for any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal enclosed herewith.

We or our nominees are the holder of record of Shares for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is directed to the following:

The offer price is $5.25 per Share, net to you in cash, without interest and subject to deductions for any required withholding of taxes.

The Offer is being made for all outstanding Shares.

satisfied, in its sole discretion, that nominees of BGC will constitute at least two-thirds of the members of the board of directors of GFI and all of the members of the controlling body of each subsidiary of GFI immediately after the consummation of the Offer (the “Board Condition”) and (iv) the Purchaser being provided adequate information from GFI so that the Purchaser is satisfied, in its sole discretion, that GFI is not a party to any agreement or transaction (other than the CME Transaction (as defined in the Offer to Purchase)) having the effect of impairing, in the reasonable judgment of the Purchaser, the Purchaser’s or BGC’s ability to acquire the Shares or GFI or otherwise diminishing the expected value to BGC of the acquisition of GFI (the “Impairment Condition”). The Offer is also subject to certain other conditions contained in the Offer to Purchase. The consummation of the Offer is not conditioned on (1) BGC or the Purchaser obtaining financing, (2) the termination of the CME Merger Agreement (as defined in the Offer to Purchase) or the Support Agreement (as defined in the Offer to Purchase) or (3) the tender of the Shares subject to the Support Agreement. See “Introduction” and Sections 1 and 14 of the Offer to Purchase.

The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on November 19, 2014 unless the Offer is extended or earlier terminated (the latest time and date on which the Offer expires, as it may be extended by the Purchaser in accordance with the Merger Agreement, the “Expiration Date”). Previously tendered Shares may be withdrawn at any time prior to the Expiration Date and, if we have not made payment for your Shares by December 22, 2014, you may withdraw them at any time until payment is made. See Sections 1 and 4 of the Offer to Purchase.

Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form contained in this letter. An envelope to return your instructions to us is also enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified in this letter. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

GFI Group Inc.

$5.25 NET PER SHARE

pursuant to the Offer to Purchase

dated October 22, 2014

BGC Partners, L.P.

an operating subsidiary of

BGC Partners, Inc.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated October 22, 2014 and the related Letter of Transmittal in connection with the offer by BGC Partners, L.P. (the “Purchaser”), an operating subsidiary of BGC Partners, Inc. (“BGC”) to purchase all outstanding shares of common stock, par value $0.01 per share, (the “Common Stock”) (each share of Common Stock is referred to herein as a “Share”) of GFI Group Inc. (“GFI” or the “Company”), at a purchase price of $5.25 per Share, net to the seller in cash, without interest and subject to deduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal enclosed herewith.

This will instruct you to tender to the Purchaser the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.


				SIGN HERE
Account No.:
Dated: , 2014
				Signature(s)
Number of Shares to be Tendered:
Shares*


				Print Name(s) and Address(es)


				Area Code and Telephone Number(s)


				Taxpayer Identification or Social Security Number(s)

*	Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

EX-99.A.1.F 7 d807022dex99a1f.htm FORM OF SUMMARY ADVERTISEMENT Form of summary advertisement

Exhibit (a)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated October 22, 2014 (the “Offer to Purchase”), and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. The Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Shares in such jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

GFI Group Inc.

$5.25 Net Per Share

BGC Partners, L.P.,

an operating subsidiary of

BGC Partners, Inc.

BGC Partners, L.P., a Delaware limited partnership (the “Purchaser”) and an operating subsidiary of BGC Partners, Inc., a Delaware corporation (“BGC”; NASDAQ: BGCP), is offering to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GFI Group Inc., a Delaware corporation (“GFI”; NYSE: GFIG), for $5.25 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 and the related Letter of Transmittal that accompanies the Offer to Purchase (the “Letter of Transmittal”) (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer Documents,” and the cash tender offer, in accordance with, and as it may be amended from time to time pursuant to, the Offer Documents, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 19, 2014 UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

GFI is currently a party to a series of agreements, including an Agreement and Plan of Merger and a Purchase Agreement (the “CME Merger Agreement”), each dated July 30, 2014, with CME Group Inc. (“CME”) whereby GFI agreed to merge with and into a wholly owned subsidiary of CME and, immediately following such merger, a private consortium of current GFI management would acquire from CME GFI’s wholesale brokerage and clearing businesses (such transactions collectively as they exist as of the date of the Offer, the “CME Transaction”). In addition, CME and certain stockholders of GFI, who control approximately 38% of GFI’s issued and outstanding common stock, entered into an agreement, dated July 30, 2014 (the “Support Agreement”), that provides for such stockholders to vote for the CME Transaction and vote against any alternative transaction and that prevents such stockholders from transferring their shares, including by tendering into this Offer. The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement.

Prior to the announcement of the CME Transaction, the Purchaser expressed its interest in a business combination with GFI. BGC continues to seek a negotiated merger with GFI. In light of the CME Transaction and the Support Agreement, however, the Purchaser is making the offer directly to GFI stockholders on the terms and conditions set forth in the Offer as an alternative to a negotiated transaction, as BGC believes that the Offer is superior to the CME Transaction for GFI’s stockholders. Subject to applicable law, BGC and the Purchaser reserve the right to amend the Offer in any respect, including

upon entering into a merger agreement with GFI, or to negotiate a merger agreement with GFI not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by BGC and GFI and specified in such merger agreement.

The consummation of the Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis, (ii) any required approval, permit, authorization or consent of, or notice to, any governmental authority, agency or self-regulatory organization under the laws of any U.S. or foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have been obtained or made on terms satisfactory to BGC and the Purchaser, and any necessary approvals or waiting periods under the competition laws of any foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated or obtained, as applicable, as described herein, (iii) the Purchaser being satisfied, in its sole discretion, that nominees of BGC will constitute at least two-thirds of the members of the board of directors of GFI and all of the members of the controlling body of each subsidiary of GFI immediately after the consummation of the Offer and (iv) the Purchaser being provided adequate information from GFI so that the Purchaser is satisfied, in its sole discretion, that GFI is not a party to any agreement or transaction (other than the CME Transaction) having the effect of impairing, in the reasonable judgment of the Purchaser, the Purchaser’s or BGC’s ability to acquire the Shares or GFI or otherwise diminishing the expected value to BGC of the acquisition of GFI. The Offer is also subject to certain other conditions contained in the Offer to Purchase.

The term “Expiration Date” means 12:00 midnight, New York City time, at the end of the day on November 19, 2014 unless the Purchaser, in its sole discretion, extends the period during which the Offer is open, in which event the term “Expiration Date” means the time and date at which the Offer, as so extended, shall expire. Any extension of the Offer will be followed as promptly as practicable by a public announcement thereof. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

If the Purchaser acquires Shares pursuant to the Offer, depending upon the number of Shares so acquired and other factors relevant to the Purchaser’s equity ownership in GFI, the Purchaser may, subsequent to the consummation of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender or exchange offer or other transactions or a combination of the foregoing on such terms and at such prices as the Purchaser shall determine, which may be different from the price paid in the Offer. The Purchaser also reserves the right to dispose of Shares that it has acquired or may acquire.

After the expiration of the Offer, the Purchaser may, in its sole discretion, but is not obligated to, provide a subsequent offering period of at least three business days to permit additional tenders of Shares (a “Subsequent Offering Period”). A Subsequent Offering Period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which stockholders may tender shares not tendered in the Offer (a “Subsequent Offer”). A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which already will have been completed. The Purchaser does not currently intend to provide a subsequent offering period, although the Purchaser reserves the right to do so.

The Offer may be extended, subject to the applicable law, among other things, upon a material change in the terms of the Offer or if the Purchaser waives a material condition of the Offer, for periods of five or ten business days (depending on the circumstance and facts). Under no circumstances will interest be paid with respect to the purchase of Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making payment for Shares. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which the Purchaser may choose to

make any public announcement, the Purchaser will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice of its acceptance to the Depositary. Payment for Shares accepted for payment pursuant to the Offer will be made only after valid tender of the Shares, such valid tender occurring when (i) the Depositary receives at one of its addresses set forth on the back cover of the Offer to Purchase (a) a properly completed and duly executed Letter of Transmittal or Agent’s Message (as defined in the Offer to Purchase) in lieu of a Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal and (b) certificates for the Shares to be tendered or delivery of such Shares pursuant to the procedures for bookentry transfer described in the Offer to Purchase (and a confirmation of such delivery including an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Date, or (ii) the guaranteed delivery procedure described in the Offer to Purchase is complied with.

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 midnight at the end of the day on December 22, 2014, unless such Shares have been accepted for payment as provided in the Offer to Purchase. To withdraw tendered Shares, a written, telegraphic or facsimile transmission notice of withdrawal with respect to such Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares.

The receipt of cash by U.S. Holders (as defined in the Offer to Purchaser) in exchange for Shares pursuant to the Offer, or during a subsequent offering period will generally be a taxable transaction for U.S. federal income tax purposes. Stockholders should consult their tax advisors about the particular effect the proposed transactions will have on their Shares and the tax consequences to them of participating in the Offer (including the application and effect of any state, local or foreign income and other tax laws).

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and the related Letter of Transmittal and is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery are being filed with the SEC and will be made available through the SEC’s website at http://www.sec.gov/.

A request is being made to GFI for the use of its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

This summary advertisement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer to Purchase and the related Letter of Transmittal which contain important information that should be read carefully before any decision is made with respect to the offer.

Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at the respective telephone numbers and addresses set forth below. Additional copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be obtained from the Information Agent or from brokers, dealers,

commercial banks and trust companies, and such copies will be furnished promptly at the Purchaser’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.


	The Depositary for the Offer is:

If delivering by mail:		If delivering by courier:
American Stock Transfer & Trust Company, LLC Operations Center Attention: Reorganization Department P.O. Box 2042 New York, New York 10272-2042		American Stock Transfer & Trust Company, LLC Operations Center Attention: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219



		The Information Agent for the Offer is:

		INNISFREE M&A INCORPORATED 501 Madison Avenue, 20th Floor New York, New York 10022

Shareholders May Call Toll Free: (888) 750-5884

Banks and Brokers May Call Collect: (212) 750-5833

		The Dealer Manager for the Offer is: Cantor Fitzgerald & Co. 499 Park Avenue, 5th Floor New York, New York 10022 (212) 294-7944

October 22, 2014

EX-99.A.5.A 8 d807022dex99a5a.htm PRESS RELEASE Press release

Exhibit (a)(5)(A)

BGC PARTNERS COMMENCES CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $5.25 PER SHARE

BGC’s Offer Provides Superior Value and Immediate Liquidity to GFI Group Shareholders

NEW YORK, NY – October 22, 2014 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “BGC,” or “the Company”), a leading global brokerage company primarily servicing the financial and real estate markets, today announced it has commenced a fully-financed tender offer to acquire all of the outstanding common shares of GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”) it does not currently own for $5.25 per share in cash. BGC currently owns 13.5% of GFI’s outstanding shares.

The offer and withdrawal rights will expire at 12:00 midnight Eastern Time at the end of the day on November 19, 2014, unless extended. The full terms and conditions of the tender offer are set forth in the offering documents that BGC will file today with the Securities and Exchange Commission (“SEC”). BGC notified the GFI Group Board of Directors by letter yesterday regarding the launch of its tender offer. The text of the letter is set forth below.

BGC’S offer of $5.25 per share in cash represents a premium of more than 15% to the $4.55 per share all-stock transaction announced by CME Group Inc. (“CME”) and GFI Group on July 30, 2014 and a premium of more than 68% to the price of GFI Group shares on July 29, 2014, the last day prior to the announcement of the CME transaction. In addition, BGC believes the CME transaction would deprive GFI shareholders of the value of their investment because it provides for GFI management to purchase GFI’s brokerage business from CME at a discount.

Howard Lutnick, Chairman and Chief Executive Officer of BGC, commented, “We are pleased to commence our fully-financed, all-cash tender providing GFI shareholders with immediate access to our superior offer. Despite our best efforts to engage with GFI regarding a negotiated transaction, we have been met with only unreasonable demands and delay tactics in connection with our attempts to execute even a confidentiality agreement covering information on the Trayport and FENICS businesses with GFI and its management. It is time to allow GFI shareholders to choose for themselves.”

Mr. Lutnick continued, “We remain confident that a combination of GFI and BGC will deliver significant benefits to GFI’s customers and brokers as part of a larger, better capitalized and more diversified company. We expect the combination will also produce increased productivity per broker, meaningful synergies, substantial earnings accretion and stronger cash flow, enabling us to drive shareholder value and deliver superior service for our customers.”

BGC has secured committed financing from Morgan Stanley Senior Funding, Inc. and the offer has no financing condition. In addition, BGC has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Act. The offer is conditioned upon the tender of a sufficient number of shares of GFI common stock such that, when added to the GFI common stock held by BGC, BGC would hold at least a majority of the outstanding shares of GFI common stock on a fully diluted basis and the satisfaction of other conditions, which are described in the tender offer document that will be filed today with the SEC.

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

Below is the text of the letter sent by Shaun D. Lynn, President of BGC, to the Board of Directors of GFI Group:

October 21, 2014

Mr. Michael Gooch

Ms. Marisa Cassoni

Mr. Frank Fanzilli, Jr.

Mr. Colin Heffron

Mr. Richard Magee

c/o Christopher D’Antuono, General Counsel and Corporate Secretary

GFI Group Inc.

55 Water Street

New York, New York 10041

To the Board of Directors of GFI Group Inc. (“GFI”):

We believe the existing agreement involving CME Group (“CME”), GFI and affiliates of GFI management, which would enable GFI management to purchase the brokerage business from CME at a discount, reflects deep conflicts of interest and would deprive GFI shareholders of the value of their investment. Furthermore, BGC’s $5.25 per share all-cash offer delivers far greater value than your agreement with CME for $4.55 per share in CME stock and represents a premium of (i) more than 68% to the price of GFI’s common stock on July 29, 2014, the day before announcement of the transaction with CME, and (ii) more than 15% to the price offered by CME. Our all-cash offer will provide GFI shareholders with immediate, certain and compelling value, without material contingencies or significant execution risk. It will not be subject to a financing condition.

Sincerely,

Shaun D. Lynn

President

BGC Partners, Inc.

499 Park Avenue

New York, NY 10022

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, the Company 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 “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 “BGCA.” BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit 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 will file 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) and as may be further amended. These documents 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 free copies of these statements and other 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 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 our public filings, including our most recent Form 10-K and any updates to such risk factors contained in subsequent Form 10-Q or Form 8-K filings.

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.B 9 d807022dex99b.htm COMMITMENT LETTER FROM MORGAN STANLEY SENIOR FUNDING INC. Commitment Letter from Morgan Stanley Senior Funding Inc.

Exhibit (b)

Morgan Stanley Senior Funding, Inc.

1585 Broadway

New York, New York 10036

October 21, 2014

BGC Partners, Inc.

499 Park Avenue

New York, New York 10022

Attention: Graham Sadler, Chief Financial Officer

Project Gates

$350,000,000 364-Day Senior Unsecured Bridge Facility

Commitment Letter

Ladies and Gentlemen:

You (“you” or the “Borrower”) have advised Morgan Stanley Senior Funding, Inc. (“MSSF”, and together with each party that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 2 hereof, collectively, the “Commitment Parties”, “we” or “us”) that you intend to consummate the acquisition of GFI Group Inc. (the “Target”, and together with its subsidiaries, the “Acquired Business”) pursuant to either (i) a tender offer (as such tender offer may be amended, supplemented or otherwise modified from time to time, the “Tender Offer”) for all of the issued and outstanding shares of common stock of the Target (collectively, the “Shares”), including any Shares that may become outstanding upon the exercise of options or other rights to acquire Shares after the commencement of the Tender Offer but before the consummation of the Tender Offer, for a purchase price consisting of cash consideration set forth in the initial offer to purchase, to be dated October 22, 2014 (the “Launch Date”), pursuant to which the Tender Offer is made (the “Initial Offer to Purchase”) and all material documents entered into by you or your subsidiaries in connection with the Tender Offer, such documents, including all exhibits thereto, as they may be amended, supplemented or otherwise modified from time to time, are collectively referred to herein as the “Tender Offer Documents”), which if sufficient Shares are purchased to consummate a follow-on merger, will be followed by a merger of a wholly-owned domestic subsidiary of the Borrower (“MergerSub”) with the Target in the manner contemplated by the Tender Offer Documents, or (ii) an agreement and plan of merger (or similarly styled agreement) to be entered into among the Borrower, MergerSub and the Target (the “Acquisition Agreement”), which Acquisition will be consummated either (a) pursuant to a one-step merger (a “One-Step Merger”) in which MergerSub will be merged with the Target (a “One-Step Merger Transaction”), or (b) pursuant to a two-step transaction (a “Two-Step Merger Transaction”) consisting of (x) a first step tender offer (a “First Step Tender Offer”) for all outstanding Shares (other than any Shares held by the Borrower or one of its subsidiaries) for cash consideration as set forth in the Acquisition Agreement followed by (y) a second step merger (the “Second Step Merger”) in which MergerSub will be merged with the Target. If the Acquisition (as defined below) occurs pursuant to an Acquisition Agreement in a Two-Step Merger Transaction, then the term “Tender Offer” will refer to the First Step Tender Offer and the term “Merger” will refer to the Second Step Merger. If the Acquisition occurs pursuant to a Tender Offer followed by a Merger then, after giving effect to consummation of the Tender Offer, the Target will be a majority-owned subsidiary of the Borrower and, after giving effect to the Merger, the Target will be a wholly-owned subsidiary of the Borrower. Alternatively, if the Acquisition occurs pursuant to a One-Step Merger Transaction, then upon consummation of the One-Step Merger the Target will be a wholly-owned

subsidiary of the Borrower. The term “Acquisition” will refer to the consummation of the acquisition of the Acquired Business pursuant to an Acquisition Agreement or a Tender Offer followed by the Merger, as applicable. The term “Tendered Share Purchase” will refer to the purchase of the Shares tendered pursuant to the Tender Offer resulting in the Target becoming a majority-owned subsidiary of the Borrower.

In that connection, you have advised us that in order to finance the Transactions and to pay the fees and expenses incurred in connection therewith you intend to use a combination of (a) cash on the balance sheet, (b) the issuance by the Borrower of equity securities, equity-linked securities, debt securities and/or bank loans (the foregoing, the “Permanent Financing”) in an aggregate principal amount not to exceed $350,000,000, and/or (c) to the extent less than $350,000,000 is issued or incurred or borrowed by the Borrower under the Permanent Financing on or prior to the Closing Date (as defined below), the borrowing by the Borrower of loans under a 364-day senior unsecured bridge term loan facility (the “Facility”) in an aggregate principal amount not to exceed $350,000,000 (as such amount may be reduced pursuant to the section titled “Mandatory Prepayments and Commitment Reductions” in Exhibit A hereto). The Acquisition, Tendered Share Purchase, the issuance or incurrence or borrowing of the Permanent Financing, the arrangement and consummation of the Facility and the transactions contemplated by or related to the foregoing are collectively referred to herein as the “Transactions”. The date of the Tendered Share Purchase or, if earlier, the date of the consummation of the One-Step Merger Transaction, and on which loans become available to be drawn under the Facility is referred to herein as the “Closing Date”.

1. Commitment. MSSF is pleased to commit to provide 100% of the aggregate principal amount of the Facility, on the terms and subject to the conditions set forth in this letter and in the Summary of Terms and Conditions attached hereto as Exhibit A (including the Annex attached thereto) and the Conditions Precedent to Availability of the Loans attached hereto as Exhibit B (the “Conditions Precedent Exhibit” and collectively with Exhibit A, the “Term Sheet” and collectively with this letter, this “Commitment Letter”); provided that, the amount of the Facility and the aggregate commitment of the Commitment Parties hereunder for the Facility shall be automatically reduced at any time on or after the date hereof as set forth in the section titled “Mandatory Prepayments and Commitment Reductions” in Exhibit A hereto. It is understood that MSSF shall act as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”) and sole administrative agent for the Facility. You agree that, as a condition to the commitments, agreements and undertakings set forth herein, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation will be paid in connection with the Facility, unless you and we shall agree; provided that, at any time following your execution and delivery of this Commitment Letter, you may appoint additional agents and co-agents (but not additional arrangers or bookrunners) for the Facility reasonably satisfactory to the Arranger. It is further agreed MSSF will have “upper left” placement in all documentation used in connection with the Facility and shall have all roles and responsibilities customarily associated with such placement.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation (as defined below) or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only conditions to closing and availability of our commitments hereunder on the Closing Date shall be (i) the Borrower having engaged (on or before the Borrower’s execution of this Commitment Letter) one or more investment and/or commercial banks satisfactory to the Arranger on terms and conditions satisfactory to the Arranger to arrange permanent financing or refinancing for the Acquisition or Tendered Share Purchase, as applicable and (ii) the conditions set forth in the Conditions Precedent Exhibit, (b) the only representations the accuracy of which shall be a condition to the availability of the Facility on the Closing Date shall be (i) to the extent the Acquisition is consummated pursuant to an Acquisition Agreement, the Acquisition Agreement

Representations (as defined in the Conditions Precedent Exhibit) and (ii) the Specified Representations (as defined in the Conditions Precedent Exhibit) and (c) the terms of the Credit Documentation will be such that they do not impair the availability of the Facility on the Closing Date if the conditions set forth herein and in the Conditions Precedent Exhibit are satisfied.

2. Syndication. The Arranger reserves the right, prior to or after execution of the definitive documentation for the Facility (the “Credit Documentation”), in consultation with you, to syndicate all or a part of our commitment to one or more financial institutions and/or lenders (collectively, the “Lenders”) in accordance with the terms hereof, which syndication shall be managed by the Arranger in consultation with the Borrower; provided, however, that, notwithstanding anything else to the contrary contained herein, (a) until the earlier of (i) the date that is 30 days after the Launch Date and (ii) the Closing Date (such date, the “Specified Date”), the selection of Lenders by the Arranger shall be subject to the Borrower’s approval (it being understood and agreed that such approval shall not be required with respect to any Lender that is identified in writing as an approved Lender by the Borrower and the Arranger prior to the date hereof), (b) following the Specified Date, if and for so long as a Successful Syndication (as defined in the Fee Letter) has not been achieved, the selection of Lenders by the Arranger shall be in consultation with the Borrower (it being understood and agreed that such Lenders selected by the Arranger pursuant to this clause (b) shall be limited (unless otherwise consented to by the Borrower) to commercial and investment banks, in each case, whose senior, unsecured, long-term indebtedness has an “investment grade” rating by both Standard & Poor’s Financial Services LLC (“S&P”) and Moody’s Investor Services, Inc. (“Moody’s”) and, in each case, with total assets of at least $75 billion (such banks, “Investment Grade Lenders”)) and (c) following the achievement of a Successful Syndication, the Borrower shall have the applicable consent rights with respect to assignments of commitments and loans under the Facility as set forth in the Term Sheet; provided, further, that we agree not to syndicate our commitments to (i) any competitors of the Borrower and its subsidiaries and certain other persons or entities, in each case, identified as such in writing by the Borrower to the Arranger prior to the date hereof (and any known affiliates of any such persons or entities that are reasonably identifiable by a shared name) or (ii) any entity affiliated with broker-dealers or real estate brokers (other than broker-dealers and/or real estate brokers affiliated with a commercial bank, investment bank or a bank holding company having capital in excess of $1.0 billion) (each such person a “Disqualified Institution”). The commitment of MSSF hereunder with respect to the Facility shall be reduced dollar-for-dollar as and when commitments for the Facility are received from Lenders but only to the extent that each such Lender (i) is approved by you or, in the case of any assignment after the Specified Date, is then an Investment Grade Lender and (ii) becomes (x) party to this Commitment Letter as an additional “Commitment Party” pursuant to a joinder agreement or other documentation reasonably satisfactory to the Arranger and you or (y) party to the applicable Credit Documentation as a “Lender” thereunder.

The Arranger intends to commence syndication efforts promptly following the execution of this Commitment Letter by the parties hereto, and you agree to use your commercially reasonable efforts to actively assist the Arranger until the earlier of (a) 60 days after the Closing Date and (b) the achievement of a Successful Syndication. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit materially from your existing lending and investment banking relationships, (b) direct contact between senior management and advisors of the Borrower, on the one hand, and the proposed Lenders, on the other hand, (c) your assistance in the preparation of a confidential information memorandum in form customary for financings of the type described herein and other customary marketing materials (other than materials the disclosure of which would violate a confidentiality agreement or waive attorney-client privilege) to be used in connection with the syndication and (d) the hosting, with the Arranger, of a reasonable number of meetings or conference calls with prospective Lenders, at times and locations to be mutually agreed upon. Until the earlier of (a) 60 days after the Closing Date and (b) the achievement of a Successful Syndication, you agree that there shall be no competing offering, placement or arrangement of any

commercial bank or other credit facility or any debt securities by or on behalf of the Borrower or any of its subsidiaries (other than (i) the Permanent Financing and (ii) Excluded Debt referred to in clauses (ii) through (x) of the definition thereof as set forth in Exhibit A) without the consent of the Arranger, in each case, if such offering, placement or arrangement could reasonably be expected to interfere with the syndication of the Facility as reasonably determined by the Arranger. In addition, you agree to use commercially reasonable efforts to obtain ratings giving effect to the Transactions at least 10 business days prior to the Closing Date from S&P and Fitch Ratings Ltd. (“Fitch”) with respect to the senior, unsecured, non-credit enhanced, long-term debt for borrowed money of the Borrower; provided that, for the avoidance of doubt, neither the receipt of any ratings nor the achievement of any specific rating shall constitute a condition to the availability or funding of the Facility on the Closing Date. The Arranger will manage all aspects of the syndication in consultation with you, including, without limitation, decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate and the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In acting as the Arranger, MSSF will have no responsibility other than to arrange the syndication and perform the other duties as set forth herein and shall in no event be subject to any fiduciary or other implied duties. To assist the Arranger in its syndication efforts, you agree promptly to (and in the case of the Acquired Business, consistent with the terms of the Acquisition Agreement or any non-disclosure agreement between you and Target, to use commercially reasonable efforts to) promptly provide to us all information available to you with respect to the Borrower and, to the extent reasonably practicable and subject to the limitations and compliance with the terms of the Acquisition Agreement or such non-disclosure agreement, if applicable, the Acquired Business, and each of their respective subsidiaries and the Transactions, including, without limitation, all financial information and projections (the “Projections”) available to you, as the Arranger may reasonably request in connection with the arrangement and syndication of the Facility; provided, that each of the foregoing to the extent relating to the Acquired Business may only be required (x) if and to the extent consistent with, and subject to the limitations and compliance with the terms of, the Acquisition Agreement and/or such non-disclosure agreement or (y) are otherwise available, or may be derived from information available, to you.

You agree that the Arranger may make available any Information (as defined below) and Projections (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, DebtDomain or another similar electronic system (the “Platform”). You further agree to assist, at the reasonable request of the Arranger, in the preparation of a version of a confidential information memorandum and other customary marketing materials and presentations to be used in connection with the syndication of the Facility to potential Lenders who do not wish to receive material non-public information (within the meaning of the United States federal securities laws) with respect to the Borrower, the Target or their respective subsidiaries (any such Lender, a “Public Lender”), consisting exclusively of information or documentation that is either (a) publicly available (or contained in the prospectus or other offering memorandum for any securities to be issued by the Borrower in connection with the Transactions) or (b) not material with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of foreign (if applicable), United States federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information.” You further agree, at our reasonable request, to identify any document to be disseminated by the Arranger to any Public Lender by marking the same as “PUBLIC”. You acknowledge and agree that the following documents may be distributed to all Lenders (including Public Lenders) (unless you, having been given a reasonable opportunity to review such documents prior to such distribution, promptly notify the Arranger in writing prior to such distribution that any such document contains material non-public information with respect to the Borrower, the Acquired Business or its or their respective affiliates or securities): (i) drafts and final Credit Documentation; (ii) administrative materials prepared by the Arranger for potential Lenders (e.g. a lender meeting invitation, allocations and/or funding and closing memoranda), in each case to the extent submitted to the Borrower for review prior to distribution; and (iii) notification of changes in the terms of the Facility.

3. Information. You hereby represent and covenant (but with respect to Information (as defined below) and Projections in each case relating to the Acquired Business, to the best of your knowledge) that (a) all written information (other than the Projections and information of a general economic or industry nature) (the “Information”) that has been or will be made available to us or any of our affiliates or any Lender or potential Lender by you or on behalf of you by any of your representatives in connection with the transactions contemplated hereby is or will be, when taken as a whole, complete and correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements are or were made and (b) the Projections that have been or will be made available to us or any of our affiliates or any Lender or potential Lender by you or on behalf of you by any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made and furnished (it being understood that such Projections have been prepared at the request of the Arranger in connection with the syndication, are not utilized by the Borrower in the ordinary course of its business, are not to be viewed as facts, are subject to significant uncertainties and contingencies, any of which are beyond your control, that actual results during the period or periods covered by such Projections may differ significantly from the projected results and such differences may be material, and that no assurance can be given that any particular Projection will be realized). You agree to supplement the Information and Projections from time to time until (i) if a Successful Syndication has been achieved by the Closing Date, the Closing Date or (ii) if a Successful Syndication has not been achieved by the Closing Date, the earlier of (x) the achievement of a Successful Syndication and (y) 60 days after the Closing Date, if you become aware that any of the representations in the previous sentence would be incorrect if such Information and/or Projections were being furnished at such time so that the representations and covenants in the immediately preceding sentence remain correct. You acknowledge that we will be entitled to use and rely on the Information and Projections without independent verification thereof.

We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and our affiliates may agree. You acknowledge that, subject to Section 8 below, we may share with any of our affiliates, and such affiliates may share with us, any information related to the Transactions, you and your subsidiaries or the Acquired Business or any of the matters contemplated hereby in connection with the Transactions.

4. Fees. As consideration for our commitment hereunder and the Arranger’s agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in the Term Sheet and in the Fee Letter delivered herewith from MSSF to you relating to the Facility and dated the date hereof (the “Fee Letter”).

5. Indemnity and Expenses; Other Activities. You agree (a) to indemnify and hold harmless each Commitment Party and its affiliates and each officer, director, employee, advisor and agent of each Commitment Party or its affiliates (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facility, the use of the proceeds thereof or the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto and regardless of whether brought by a third party or by the Borrower or any of its affiliates (any of the foregoing, a “Proceeding”),

and to reimburse each Indemnified Person upon demand for any reasonable and documented out of pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding (but limited in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of (i) a single counsel selected by the Arranger for all such Indemnified Persons, taken as a whole, and (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected Indemnified Persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Indemnified Persons, taken as a whole, as the Arranger may deem appropriate in its good faith judgment)), provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent (i) they are found by a final, non-appealable judgment of a court of competent jurisdiction to result from the willful misconduct, bad faith or gross negligence of such Indemnified Person (or such Indemnified Person’s affiliates or any officers, directors, employees, advisors, agents of such Indemnified Person or any of its affiliates) (ii) they result from such Indemnified Person’s (or such Indemnified Person’s affiliates or any officers, directors, employees, advisors, agents of such Indemnified Person or any of its affiliates) material breach of its obligations under this Commitment Letter or the Fee Letter or (iii) they relate to disputes solely among Indemnified Persons that are not arising out of any act or omission by you or any of your affiliates, other than claims against any agent, arranger, bookrunner or other similar role under the Facility in its capacity as such, and (b) to reimburse each Commitment Party and its affiliates upon demand for all reasonable and documented out-of-pocket expenses (but, limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements and other charges of (i) a single counsel selected by the Arranger for all such Indemnified Persons, taken as a whole, and (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected Indemnified Persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Indemnified Persons, taken as a whole, as the Arranger may deem appropriate in their good faith judgment)) incurred in connection with the Facility and any related documentation (including, without limitation, this Commitment Letter, the Fee Letter and the Credit Documentation) or the administration, amendment, modification or waiver thereof or the enforcement of any rights or remedies hereunder. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by unintended recipients of Information or other materials obtained through electronic, telecommunications or other information transmission systems; except to the extent any such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter or the Fee Letter by, such Indemnified Person (or such Indemnified Person’s affiliates or any officers, directors, employees, advisors, agents of such Indemnified Person or any of its affiliates), or (ii) no party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with the Commitment Letter, the Fee Letter, the Facility, the use of the proceeds thereof, the Transactions or any related transaction; provided, that nothing contained in this sentence shall limit your indemnification obligations to the extent set forth hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder.

Notwithstanding anything to the contrary contained herein, you shall not be liable for any settlement of any Proceeding effectuated without your prior written consent (such consent not to be unreasonably withheld or delayed), but, if settled with your written consent, or if there is a final judgment by a court of competent jurisdiction against an Indemnified Person in any such Proceeding for which you are required to indemnify such Indemnified Person pursuant to the preceding paragraph, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You will not, without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be

sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person from all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnified Person.

You acknowledge that each Commitment Party and its affiliates (the term “Commitment Party” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests or a commercial or competitive relationship with and otherwise. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated hereby or other relationships with you in connection with the performance by the Commitment Parties of services for other companies, and no Commitment Party will furnish any such information to other companies or their advisors. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You acknowledge that each Commitment Party is acting pursuant to a contractual relationship on an arm’s length basis, and the parties hereto do not intend that any Commitment Party or its affiliates act or be responsible as a fiduciary to the Borrower, its management, stockholders, creditors or any other person. The Borrower hereby expressly disclaims any fiduciary relationship and agrees that it is responsible for making its own independent judgments with respect to any transactions (including the Transactions) entered into between it and the Commitment Parties. The Borrower also acknowledges that no Commitment Party has advised and none is advising the Borrower as to any legal, accounting, regulatory or tax matters, and that the Borrower is consulting its own advisors concerning such matters to the extent it deems appropriate.

6. Governing Law, etc. This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York; provided, that (a) the laws of the State of Delaware shall govern in determining (i) the interpretation of an Acquired Business Material Adverse Effect (as defined in the Conditions Precedent Exhibit) and whether an Acquired Business Material Adverse Effect has occurred; provided that in each case, if the determination of Acquired Business Material Adverse Effect is determined by reference to clause (i) of the definition thereof, the Approved Acquisition Agreement is governed by the laws of the State of Delaware, (ii) the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you (or a subsidiary) have the right to terminate your (or its) obligations to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement and (iii) whether the One-Step Merger Transaction has been consummated in accordance with the terms and conditions of the Acquisition Agreement and (b) the federal securities laws of the United States shall govern in determining whether the Tender Offer has been consummated in accordance with the terms and conditions of the Initial Offer to Purchase. The parties hereto hereby waive any right they may have to a trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this Commitment Letter. The parties hereto submit to the exclusive jurisdiction of the federal and New York State courts located in the County of New York, Borough of Manhattan in connection with any dispute related to, contemplated by, or arising out of this Commitment Letter and agree that any service of process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and agree that any final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit upon the judgment or in any other manner provided by law.

7. PATRIOT Act. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (October 26, 2001), as amended) (the “PATRIOT Act”), the Commitment Parties and the other Lenders may be required to obtain, verify and record information that identifies you and each Guarantor, which information includes your and each such Guarantor’s name and address, and other information that will allow the Commitment Parties and the other Lenders to identify you and each such Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each Commitment Party and the other Lenders.

8. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (b) the extent required by law or regulation or by any subpoena or similar legal, judicial or administrative proceeding, (c) to the extent required or requested by a governmental authority (in which case you agree to the extent permitted under applicable law to inform us promptly thereof), (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, or the transactions contemplated thereby or enforcement hereof and thereof, (e) (i) this Commitment Letter (including the Term Sheet), (ii) to the extent redacted in a customary manner, the Fee Letter, and (iii) a generic description of the sources and uses (in a manner that does not disclose the amount of any individual fees paid in connection with the Transactions), in each case, may be disclosed to the Target and its officers, directors, employees, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (f) with respect to the Commitment Letter only, to rating agencies, (g) you may disclose the existence of the Fee Letter and a generic description of the sources and uses (in a manner that does not disclose the amount of any individual fees paid in connection with the Transactions) in connection with the Transactions as part of any projections or pro forma information in customary marketing materials, (h) after your acceptance of this Commitment Letter and the Fee Letter, you may disclose this Commitment Letter (but not the Fee Letter) and the existence of the Fee Letter and the types of provisions (but not the economic terms contained in such Fee Letter and not the amount of any individual fees paid in connection with the Transactions (other than a generic description of the sources and uses)) contained therein in filings with the SEC and other applicable regulatory authorities and stock exchanges or (i) to the extent such confidential information becomes publicly available (x) other than as a result of a breach of this provision or (y) from a source, other than the Arranger on a non-confidential basis, which it has no reason to believe has any confidentiality or fiduciary obligation to the Arranger with respect to such information; provided, that the foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its contents) on the date that is two years from the date hereof.

Each Commitment Party will treat as confidential all confidential information provided to it by or on behalf of the Borrower hereunder; provided, that nothing herein shall prevent such person from disclosing any such information (i) to any Lenders or participants or prospective Lenders or participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations under the Facility, in each case, who have agreed to be bound by the confidentiality obligations of this Commitment Letter or otherwise acknowledge and accept that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Arranger, including, without limitation, as agreed in any confidential information memorandum or other marketing or offering materials) in accordance with the standard syndication processes of the Arranger or customary market standards for dissemination of such type of information, which shall in any event require “click-through” or other

affirmative actions on the part of recipient to access such information (collectively, “Specified Counterparties”), (ii) to its officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents and advisors directly involved in the Transactions on a confidential basis, (iii) as may be compelled in legal, judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority (in which case such person agrees to the extent permitted under applicable law to inform you promptly thereof), (iv) to any rating agency on a confidential basis, (v) as requested by any state, federal or foreign authority or examiner regulating banks or banking, (vi) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, or the transaction contemplated thereby or enforcement hereof and thereof, (vii) to any of its affiliates directly involved in the Transactions on a confidential basis and (viii) to the extent such confidential information becomes publicly available (x) other than as a result of a breach of this provision or (y) to it from a source, other than the Borrower on a non-confidential basis, which it has no reason to believe has any confidentiality or fiduciary obligation to the Borrower with respect to such information; provided, that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or Specified Counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or Specified Counterparty that such information is being disseminated on a confidential basis in accordance with the standard syndication process of the Arranger or customary market standards for dissemination of such types of information; provided, further, that the foregoing obligations of the Commitment Parties shall remain in effect until the earlier of (i) two years from the date hereof, and (ii) the execution and delivery of the Credit Documentation by the parties thereto, at which time any confidentiality undertaking in the Credit Documentation shall supersede the provisions in this paragraph.

9. Miscellaneous. This Commitment Letter shall not be assignable by you without our prior written consent (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. We may assign our commitments and agreements hereunder, in whole or in part, to any of our respective affiliates and, subject to the applicable requirements set forth in Section 2 above, to any proposed Lender prior to the Closing Date. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and us. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facility and set forth the entire understanding of the parties with respect thereto. No individual has been authorized by any Commitment Party or its affiliates to make any oral or written statements that are inconsistent with this Commitment Letter or the Fee Letter.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Facility is subject to the conditions precedent set forth in the Conditions Precedent Exhibit.

The compensation, reimbursement, indemnification and confidentiality, contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or our

commitments hereunder, and the syndication and clear market provisions shall survive the termination of the Commitment Letter or our commitments hereunder only in the event that such termination is a result of the execution and delivery of the Credit Documentation; provided that your obligations under this Commitment Letter pursuant to such sections, other than those pursuant to syndication, clear market and confidentiality (which shall terminate in accordance with Section 8 hereof), shall automatically terminate and be superseded by the Credit Documentation (to the extent covered thereby) upon the execution of the Credit Documentation, and (to the extent so covered) you shall be released from all liability in connection therewith at such time. You may terminate our commitments hereunder at any time subject to the provisions of the immediately preceding sentence.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter, together with a copy of the Initial Offer to Purchase in the form to be filed with the SEC, prior to the earlier of (i) 11:59 p.m. (New York City time), October 22, 2014 and (ii) substantially simultaneously with the filing of the Initial Offer to Purchase with the SEC. If the Commitment Letter and Fee Letter have not been executed and returned, together with a copy of the Initial Offer to Purchase in the form to be filed with the SEC, as described in the preceding sentence by such earlier time, then the Commitment Parties’ offer hereunder shall terminate at such earlier time. After your execution and delivery to us of this Commitment Letter and the Fee Letter, our outstanding commitments with respect to the Facility in this Commitment Letter shall automatically terminate upon the earliest to occur of (i) the execution and delivery of the Credit Documentation for the Facility by all parties thereto, (ii) February 22, 2015 (the “Commitment Termination Date”), (iii) the closing of the Acquisition or the Tendered Share Purchase occurs, in each case without the use of the Facility, (iv) the date of your termination of your obligations, or the public announcement by you of your abandonment of, (as applicable) (A) the Acquisition Agreement to consummate the Acquisition or (B) the Tender Offer, in each case in accordance with its terms and (v) your termination hereof by written notice to us.

[Signature Pages Follow]

We are pleased to have been given the opportunity to assist you in connection with this important financing.


Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By:	/s/ Subhalakshmi Ghosh-Kohli
	Name:	Subhalakshmi Ghosh-Kohli
	Title:	Authorized Signatory

[Signature Page to Commitment Letter]


Accepted and agreed to as of the date first written above by:

BGC PARTNERS, INC.

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

[Signature Page to Commitment Letter by and between BGC Partners, Inc. and Morgan Stanley Senior Funding, Inc.]

Exhibit A

BGC PARTNERS, INC.

364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY

Summary of Terms and Conditions

Capitalized terms not otherwise defined herein shall have the same meaning as specified with respect thereto in the Commitment Letter to which this Exhibit A is attached.


I.	PARTIES

	Borrower:	BGC Partners, Inc., a Delaware corporation (the “Borrower”).

	Guarantors:	Each of the Borrower’s current and future direct and indirect wholly-owned domestic subsidiaries, except for Excluded Subsidiaries and certain additional exceptions to be agreed. For purposes hereof, “Excluded Subsidiary” means (i) any subsidiary of the Borrower that is (a) registered as a securities broker-dealer with the SEC, (b) registered as a futures commission merchant with the CFTC or (c) a swap execution facility registered with the SEC and/or the CFTC, (ii) direct or indirect domestic subsidiaries substantially all of whose assets consist (directly or indirectly through disregarded entities) of the capital stock or debt of foreign subsidiaries that are controlled foreign corporations, (iii) any direct or indirect domestic subsidiary that is a subsidiary of a foreign subsidiary that is a controlled foreign corporation, (iv) any subsidiary that is prohibited, but only so long as such subsidiary would be prohibited, by applicable law, rule or regulation or by any contractual obligation existing on (but not incurred in anticipation of) the Closing Date or on the date such subsidiary becomes a wholly-owned subsidiary or is organized (as long as, in the case of an acquisition of a subsidiary, such prohibition did not arise in anticipation of such acquisition) from guaranteeing the Facility or that would require governmental or regulatory consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received, (v) captive insurance companies, (vi) not-for-profit subsidiaries and (vii) immaterial subsidiaries (to be defined to be any subsidiary with, individually, less than 2.5% of consolidated total assets and 2.5% of annual consolidated revenues, and in the aggregate, 5% of consolidated total assets and 5% of annual consolidated revenues). In the event that the Target becomes a wholly-owned direct or indirect subsidiary of the Borrower, the Target shall (and shall cause each of its subsidiaries (except for Excluded Subsidiaries and certain additional exceptions to be agreed) that provides a

A-1


		guarantee of the Target’s 8.375% Senior Notes due 2018 or any other material indebtedness for borrowed money of the Target to) as promptly as practicable after such time (and in any event, within 30 days) guarantee the Facility (the “Guarantee Delivery Period”); provided, that no subsidiary of the Target shall be required to guarantee the Facility if it would only be required to guarantee the Facility as a result of this paragraph (and not as a result of the first two paragraphs under the heading “Guarantors”) if the indebtedness of the Target that has caused such subsidiary to be required to be a guarantor pursuant to this paragraph is subject to redemption or has been satisfied and discharged. Each such guarantor of the Facility is referred to herein as a “Guarantor”).

	Sole Lead Arranger and Sole Bookrunner:	Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as sole lead arranger and sole bookrunner for the Facility (in such capacities, the “Arranger”).

	Administrative Agent:	MSSF will act as the sole and exclusive administrative agent for the Facility (in such capacity, the “Administrative Agent”).

	Lenders:	A syndicate of banks, financial institutions and other entities, including MSSF and/or any of its affiliates, arranged by the Arranger (collectively, the “Lenders”).

II.	THE FACILITY

	Type and Amount of Facility:	364-day senior unsecured bridge term loan facility in the amount of $350,000,000 (the “Facility”).

	Availability:	The loans (the “Loans”) shall be made in a single borrowing on the Closing Date and any undrawn commitments under the Facility (the “Commitments”) after giving effect to such borrowing shall automatically be terminated upon such borrowing on the Closing Date.

	Maturity:	The Loans shall mature and be payable in full on the date that is 364 days after the Closing Date.

	Purpose:	The proceeds of the Loans shall be used to finance the Transactions, the provision of funds to the Acquired Business to directly or indirectly repay indebtedness of the Acquired Business, any subsequent purchase of equity of the Target (whether by way of share purchase, merger or otherwise; it being understood that the Borrower shall be entitled on the Closing Date to draw the Loans for the purpose of funding such subsequent purchase) and fees and expenses in connection therewith.

A-2


III.	CERTAIN PAYMENT PROVISIONS

	Fees and Interest Rates:	As set forth on Annex I to this Exhibit A.

	Optional Prepayments:	The commitments may be reduced and the Loans may be prepaid by the Borrower without premium or penalty (other than the payment of customary LIBO Rate breakage amounts) in minimum amounts to be agreed upon. Any optional prepayment of the Loans may not be reborrowed.

	Mandatory Prepayments and Commitment Reductions:	The following amounts shall be applied to prepay the Loans within 3 business days of receipt thereof (and, prior to the Closing Date, the Commitments, pursuant to the Commitment Letter and Credit Documentation, shall be automatically and permanently reduced by such amounts (and the Borrower shall as promptly as practicable after such receipt deliver written notice setting forth such amounts to the Arranger or Administrative Agent, as applicable)):

		(a)	100% of the Net Cash Proceeds actually received from any sale or issuance of (i) debt securities or incurrence of other debt for borrowed money (other than Excluded Debt (as defined below)) and (ii) equity securities or equity-linked securities (other than (A)(i) upon conversion of shares of the Borrower’s Class B common stock, (ii) upon vesting, exercise, exchange or conversion of RSUs, options or other rights to acquire shares of common stock issued pursuant to the Borrower’s Fourth Amended and Restated Long Term Incentive Plan (the “LTIP”), (iii) upon exercise of outstanding warrants or conversion of convertible securities described in the Borrower’s documents filed with the Securities and Exchange Commission, (iv) upon exchange, redemption or purchase of limited partnership interests, or payment of post-termination amounts associated therewith, in BGC Holdings, L.P. (“BGC Holdings”), (v) pursuant to any controlled equity offering by the Borrower (I) provided that the proceeds thereof are used in connection with any exchange, redemption or purchase described in preceding clause (iv) or clause (B)(ii) below or in connection with the repurchase of shares of the Borrower’s Class A common stock from current or former partners, executive officers or other employees (in each case, other than any exchange, redemption or purchase by Cantor Fitzgerald L.P. or any of its affiliates); or (II) otherwise, in a maximum amount not to exceed $10 million, (vi) pursuant to the Borrower’s Dividend Reinvestment and Stock Purchase Plan and (vii) as consideration for acquisitions and/or investments, (B) the issuance of rights to acquire shares of Class A common stock (i)

A-3


						pursuant to the LTIP, (ii) in connection with issuances of exchangeable limited partnership interests in BGC Holdings or (iii) as consideration for acquisitions and/or investments or (C) other issuances pursuant to employee stock plans) by the Borrower or any of its subsidiaries (including, without limitation, any Permanent Financing), in each case on or after the date of the Commitment Letter;

				(b)		100% of the committed amount of or (without duplication) 100% of the Net Cash Proceeds of loans actually received by the Borrower or any of its subsidiaries under any term loan facility or term bank debt (other than Excluded Debt) entered into after the date of the Commitment Letter for the purpose of financing the Transactions which the Borrower or any of its subsidiaries is the borrower in which the conditions precedent to the availability of the full amount of such facility on the Closing Date are, in the reasonable determination of the Borrower not less favorable to the Borrower than such conditions in the Facility (a “Term Loan Financing”); and

				(c)		100% of the Net Cash Proceeds actually received by (in the case of clause (x) below) the Borrower or any of its domestic subsidiaries, or (in the case of clause (y) below) the Borrower or any of its subsidiaries (to the extent not reinvested or committed to be reinvested within six months following receipt) of any (x) asset sale or other disposition by the Borrower or any of its domestic subsidiaries outside the ordinary course of business (other than (i) the sale of inventory, receivables or other assets in the ordinary course of business, (ii) intercompany transactions among the Borrower and its subsidiaries, (iii) the sale or disposition of cash or cash equivalents, (iv) dispositions pursuant to securities, commodities and other financial products financed under repurchase agreements in the ordinary course of business, (v) any sale or disposition that individually results in Net Cash Proceeds to the Borrower or its domestic subsidiaries of $2,000,000 or less and (vi) Net Cash Proceeds from any sales or dispositions which in the aggregate are less than $25,000,000) and (y) any Securities Lending Transaction, in each case on or after the date of the Commitment Letter.

				For purposes hereof, “Net Cash Proceeds” means: (a) with respect to an asset sale or other disposition of property of the Borrower or any of its domestic subsidiaries, the excess, if any, of (i) the cash received in connection therewith (including

A-4


				any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) payments made to retire any debt that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than the Loans), (B) the reasonable expenses incurred by the Borrower or any of its domestic subsidiaries in connection therewith, (C) taxes reasonably estimated to be payable in connection with such transaction (including amounts representing tax payable by the Borrower, its subsidiaries or direct or indirect partners of the Borrower), and (D) the amount of reserves established by the Borrower or any of its domestic subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with applicable generally accepted accounting principles, provided that if the amount of such reserves exceeds the amounts charged against such reserve, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds and (E) all distributions and other payments required to be made to minority interest holders in subsidiaries or joint ventures as a result of such asset sale, or to any other person (other than the Borrower and its subsidiaries) owning a beneficial interest in the assets disposed of in such asset sale; and (b) with respect to the sale or issuance of debt securities, the incurrence of other debt, or the issuance of equity or equity-linked securities, the excess, if any, of (i) cash received by the Borrower or any of its subsidiaries in connection with such sale, incurrence or issuance, over (ii) the underwriting discounts and commissions and other reasonable expenses incurred by the Borrower or any of its subsidiaries in connection with such sale, issuance or incurrence.

				For the purpose hereof, “Excluded Debt” means (i) intercompany debt among the Borrower and/or its subsidiaries, (ii) ordinary course foreign credit lines having maturities of one year or less, (iii) commercial paper issuances, (iv) any Permanent Financing (as defined below), (v) any trade payables, customer related financings and similar obligations incurred in the ordinary course of business, in each case, having maturities of one year or less, (vi) the Facility, (vii) ordinary course purchase money and equipment financings, (viii) debt incurred in the ordinary course in connection with the Borrower’s and its subsidiaries’ securities business (including borrowings by subsidiaries to finance the settlement of purchases of securities for customers prior to receipt of payment from such customers) and indebtedness under repurchase agreements and reverse repurchase agreements entered into in the ordinary course of business, in each case, having maturities of one year or less, (ix) debt incurred to refinance, repurchase, repay, redeem or defease

A-5


		the Borrower’s 8.75% Convertible Notes due 2015, (x) any obligations in respect of any Securities Lending Transaction and (xi) other debt (other than the Permanent Financing) in an aggregate principal amount up to $25,000,000. Any mandatory prepayment of the Loans may not be reborrowed.

IV.	CERTAIN CONDITIONS

	Conditions to Availability of Loans:	The Facility shall be available on the Closing Date, subject only to the satisfaction (or waiver) of the conditions precedent set forth in the Conditions Precedent Exhibit.

V.	CERTAIN DOCUMENTATION MATTERS

		The Credit Documentation will be based on a bank credit facility to be mutually agreed between the Borrower and the Arranger (which facility shall be from a borrower with substantially similar credit ratings on then prevailing market terms), as modified to (i) reflect the capital structure and credit profile of the Borrower and its subsidiaries, (ii) reflect (x) the Borrower’s and its subsidiaries’ mixed partnership/corporate structure, business model, operational requirements and business practices, including, the payment of dividends and partnership distributions, the issuance of shares of Class A common stock of the Borrower and limited partnership units, the redemption and exchangeability of limited partnership units, and transactions with affiliates, (y) the Transactions and (z) the operational requirements of the Borrower and its subsidiaries and the Acquired Business and its subsidiaries in light of their respective sizes, industries, businesses and business practices, (iii) reflect the terms and conditions set forth herein, in the annexes hereto and in the Commitment Letter (as modified by the “flex” provisions of the Fee Letter), (iv) take account of differences related to the operational requirements of the Borrower, the Acquired Business and their respective subsidiaries in light of their respective sizes, industries, businesses, business practices (after giving effect to the Transaction), (v) reflect then prevailing market conditions and practices at the time of syndication of the Facility and the policies and requirements of Lenders participating in the syndication and (vi) take account of operational and administrative changes reasonably required by the Administrative Agent, the definitive terms of which will be negotiated in good faith (the “Documentation Principles”). Notwithstanding the foregoing, the Credit Documentation will contain (x) only those mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Term Sheet and (y) only those conditions to borrowing to fund the Transactions set forth in the second paragraph of Section 1 of the Commitment Letter and the Conditions Precedent Exhibit.

A-6



				The representations and warranties and affirmative covenants in the Credit Documentation will be subject to qualifiers and exceptions consistent with Documentation Principles and the negative covenants in the Credit Documentation will be subject to carveouts and baskets consistent with Documentation Principles, in each case to be mutually agreed and subject to the qualifiers, exceptions and baskets below. In addition, for purposes of the Credit Documentation and hereof, until at least one of the following conditions is satisfied with respect to the Target, in no event will the Target or any of its subsidiaries be subject as a subsidiary of the Borrower to the representations (other than solvency and, if the Acquisition occurs pursuant to an Acquisition Agreement, any Acquisition Agreement Representations), covenants or defaults contained in the Credit Documentation to the extent applicable to subsidiaries of the Borrower: (1) a majority of the members of the board of directors of the Target is comprised of designees of the Borrower or (2) the Target’s financial results have been consolidated with those of the Borrower and its consolidated subsidiaries in accordance with GAAP.

		Representations and Warranties:		Financial statements (including, without limitation, pro forma financial statements); absence of undisclosed liabilities; no material adverse change of the Borrower and its subsidiaries taken as a whole; absence of litigation that would reasonably be expected to have a material adverse effect; corporate existence; corporate power and authority; enforceability of Credit Documentation; governmental approvals with respect to the execution, delivery, performance or enforceability of the Credit Documentation (subject to an exception for any approvals the failure of which to be obtained would not reasonably be expected to have a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent under the Credit Documentation); governmental/regulatory authority and licensing (subject to a material adverse effect qualifier); compliance with law (including, without limitation, environmental laws), except to the extent noncompliance would not reasonably be expected to have a material adverse effect; ERISA (subject to a material adverse effect qualifier for certain types of events to be agreed); margin regulations; OFAC, FCPA and anti-money laundering laws (as set forth on Annex I to the Commitment Letter); payment of taxes (except (x) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP or (y) to the extent that failure to pay would not reasonably be expected to result in a material adverse effect); the Transactions do not conflict with law, except to the

A-7


				extent such conflicts would not reasonably be expected to have a material adverse effect; the Transactions do not conflict with contractual obligations, except to the extent such conflicts would not reasonably be expected to have a material adverse effect; inapplicability of Investment Company Act; subsidiaries (to be subject to the ability to update schedule describing such subsidiaries on the date of borrowing under the Facility); solvency (to be consistent with the language contained in the certificate attached as Exhibit C hereto); accuracy of disclosure (to be based on the representation in the Commitment Letter, provided that such representation shall not include the ability for the Borrower to supplement and/or update such Information to correct any inaccuracy in such representation); and use of proceeds; each to be made on the date of the Credit Documentation and each borrowing under the Facility (it being understood that in no event shall the accuracy of such representations (other than the Specified Representations) be a condition precedent to the obligations of the Lenders to make the Loans on the Closing Date).

		Affirmative Covenants:		Delivery of audited annual consolidated financial statements, unaudited quarterly consolidated financial statements, other reports, compliance certificates and other information reasonably requested by the Lenders; notices of (i) defaults, (ii) litigation, (iii) ERISA events and (iv) other material events (in the case of clauses (ii) through (iv), subject to a material adverse effect qualifier); maintenance of existence and rights (except (x) to the extent, other than in the case of the existence of the Borrower and the Guarantors, failure to do so would not reasonably be expected to have a material adverse effect or (y) as otherwise not prohibited by the mergers, consolidations, liquidations and dissolutions covenant); compliance with laws and contractual obligations except to the extent noncompliance would not reasonably be expected to have a material adverse effect; OFAC, FCPA and anti-money laundering laws (as set forth on Annex I to the Commitment Letter); notice of formation/acquisition of Guarantor subsidiaries; maintenance of property (as set forth on Annex I to the Commitment Letter); maintenance of insurance (as set forth on Annex I to the Commitment Letter); maintenance/inspection of books and records (as set forth on Annex I to the Commitment Letter); payment of taxes (except (x) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP or (y) to the extent that failure to pay would not reasonably be expected to result in a material adverse effect); use of proceeds (including compliance with margin regulations); and also: unless the Acquisition occurs pursuant to a One-Step Merger, consummation of the Merger as promptly as practical following the date on which all of the following conditions have been, and continue to be, satisfied: (i) a majority of the members of the board of directors of the Target

A-8


				is comprised of designees of the Borrower, (ii) the Shares owned by Jersey Partners Inc. (“JPI”) are no longer subject to the terms of that certain Support Agreement, dated as of July 30, 2014, among CME Group Inc., JPI, New JPI Inc. and each direct or indirect stockholder of GFI Brokers Holdco Ltd. and (iii) (x) the Borrower acquires the Shares owned by JPI or (y) the Borrower and the owner of such shares have entered into a written agreement pursuant to which such shares would be voted in favor of the Merger.

		Financial Covenants:		The following financial covenants will be tested as of the end of each fiscal quarter on a consolidated basis for the Borrower and its subsidiaries (with Consolidated EBITDA (as defined below) measured on a trailing four quarter basis on the last day of the most recent fiscal quarter for which financial statements are required to have been delivered pursuant to the terms of the Credit Documentation), commencing with the last day of the first full fiscal quarter ended after the Closing Date:

				(1) Minimum Interest Coverage Ratio: minimum ratio of Consolidated EBITDA to consolidated interest expense of the Borrower and its subsidiaries of 5.00 to 1.00, with the definition of consolidated interest expense to be agreed.

				(2) Maximum Leverage Ratio: maximum ratio of consolidated funded debt of the Borrower and its subsidiaries to Consolidated EBITDA of:


Test Date		Maximum Leverage Ratio
Last day of the first full fiscal quarter ended after the Closing Date		3.25 to 1.00
Last day of the second full fiscal quarter ended after the Closing Date		3.00 to 1.00
Thereafter		2.75 to 1.00


				For purposes hereof, “Consolidated EBITDA” means, with reference to any trailing four quarter period, consolidated income of the Borrower and its subsidiaries from continuing operations before income taxes for such period plus the sum of (a) interest expense (b) depreciation, amortization and impairment charges, (c) noncash charges relating to grants of exchangeability to limited partnership interests, redemption of units or the issuance of restricted shares, (d) non-recurring noncash charges for such period as reasonably determined by the Borrower and (e) non-recurring cash charges for such period in an aggregate amount not to exceed $10,000,000.

A-9


	The financial covenants and related definitions shall contain customary pro forma adjustments for material acquisitions and dispositions.

Negative Covenants:	Limitations on:

		(a)	indebtedness of subsidiaries (other than Guarantors), with (i) an exception for Excluded Debt (other than the debt referred to in clause (ix) of the definition thereof), (ii) an exception for indebtedness of the Target and its subsidiaries existing on the date that the Target becomes subject to the covenants in the Credit Documentation to the extent not otherwise permitted by the other carveouts and exceptions to the debt covenant (but only to the extent that (x) the Target is not a directly or indirectly wholly-owned subsidiary of the Borrower or during any Guarantee Delivery Period, (y) such indebtedness was not incurred after the Closing Date and (z) the aggregate amount subject to this exception shall be reduced by the amount of the Facility drawn on the Closing Date to repay indebtedness of the Target or its subsidiaries); provided, with respect to this clause (ii), that indebtedness in respect of the Target’s existing 8.375% Senior Notes due 2018 shall be in an aggregate principal amount not to exceed $240 million and (iii) a general basket in an amount equal the greater of a fixed amount to be agreed and a percentage of consolidated net tangible assets to be agreed;

		(b)	liens, with (i) an exception for pledges of securities (including any common stock of NASDAQ OMX Group Inc.) in connection with customary securities lending arrangements generating cash proceeds for the Borrower or its subsidiaries in an amount consistent with prevailing market terms for such transaction (any such securities lending arrangement, a “Securities Lending Transaction”), (ii) an exception for liens securing (a) Excluded Debt (other than Excluded Debt of the type described in clauses (ii), (vi), (ix) and (xi) of the definition thereof) and (b) any other obligations under repurchase agreements, clearing arrangements or similar arrangements in the ordinary course of business and consistent with past practice, (iii) an exception for liens on assets of the Target and its subsidiaries existing on the date that the Target becomes subject to the covenants in the Credit Documentation to the extent the obligations securing such liens (x) do not to exceed $25 million in the aggregate or (y) are permitted by clause (a)(ii) above (provided, with respect to this clause (y), that such

A-10


								obligations have been secured prior to the Closing Date) and (iv) a general basket for liens securing obligations in an aggregate principal amount equal to the greater of a fixed amount to be agreed and a percentage of consolidated net tangible assets to be agreed;

				(c)				sale-leasebacks;

				(d)				mergers, consolidations, liquidations and dissolutions;

				(e)				asset sales, with an unlimited basket subject to (i) no event of default, (ii) pro forma compliance with the Minimum Interest Coverage Ratio and (iii) pro forma compliance with a Maximum Leverage Ratio of (A) 2.75 to 1.00 or (B) for any such asset sale completed prior to the second full fiscal quarter ending after the Closing Date, pro forma compliance with the Maximum Leverage Ratio set forth in the grid above in the section entitled “Financial Covenants” adjacent to the applicable test date, provided that the Borrower maintains Debt Ratings (as defined below) of at least BBB- by S&P and at least BBB- by Fitch on a pro forma basis for such asset sale;

				(f)				restricted payments, with an unlimited basket subject to (i) no event of default, (ii) pro forma compliance with the Minimum Interest Coverage Ratio and (iii) pro forma compliance with a Maximum Leverage Ratio of (A) 2.75 to 1.00 or (B) for any such restricted payment completed prior to the second full fiscal quarter ending after the Closing Date, pro forma compliance with the Maximum Leverage Ratio set forth in the grid above in the section entitled “Financial Covenants” adjacent to the applicable test date, provided that the Borrower maintains Debt Ratings of at least BBB- by S&P and at least BBB- by Fitch on a pro forma basis for such restricted payment;

				(g)				transactions with affiliates, with exceptions for (i) de minimus transactions that involves aggregate consideration of less than an amount to be agreed, (ii) transactions undertaken on prices, terms and conditions not materially less favorable to the Borrower and its subsidiaries than would be obtained in similar transactions on an arm’s length basis between persons not affiliated with each other, (iii) intercompany transactions among the Borrower and any of its subsidiaries that are consolidated with the Borrower under GAAP, (iv) transactions approved by the Borrower’s audit committee and (v) certain additional exceptions to be agreed;

A-11



	(h)		changes in fiscal year;

	(i)		negative pledge clauses and other restrictive agreements with customary exceptions for pre-existing restrictions and under certain financing agreements; and

		(j)	changes in lines of business (as set forth on Annex I to the Commitment Letter).

Events of Default:	Nonpayment of principal when due; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties when made; violation of covenants (subject to certain grace periods to be agreed upon); matured cross-default or cross-acceleration; bankruptcy events; certain ERISA events; material judgments; actual or asserted invalidity of the Credit Documentation or the Guarantors’ guarantee; and a change of control (the definition of which is to be agreed and shall include a carveout for Permitted Holders (as defined below)), in each case subject to customary materiality thresholds and other exceptions to be agreed. “Permitted Holders” shall mean Howard W. Lutnick, any person controlled by him or any trust established 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 of Mr. 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 by operation of law).

Voting:	Amendments and waivers with respect to the Credit Documentation shall require the approval of Lenders holding not less than a majority of the aggregate amount of the Loans, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof, (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (iv) modifications to the pro rata provisions of the Credit Documentation and (b) the consent of 100% of the Lenders shall be required with respect to modifications to any of the voting percentages. The Credit Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers thereof requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding not less than a majority of the aggregate amount of the Loans and unused commitments shall have consented to such amendment or waiver.

A-12



		Defaulting Lender:		The Credit Documentation shall contain customary “Defaulting Lender” provisions consistent with Documentation Principles.

		Assignments and Participations:		The Lenders shall be permitted to assign (other than to the Borrower or its affiliates or any Disqualified Institution) all or a portion of their Loans and Commitments with the consent, not to be unreasonably withheld or delayed, of (a) the Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund, (ii) (x) prior to the Closing Date, an event of default under the Credit Documentation for non-payment or bankruptcy has occurred and is continuing or (y) on or after the Closing Date, an event of default under the Credit Documentation has occurred and is continuing or (iii) such consent is not required pursuant to the syndication provisions of the Commitment Letter, and (b) the Administrative Agent, unless a Loan is being assigned to an existing Lender, an affiliate thereof or an approved fund. Prior to the Closing Date, no assignments of undrawn commitments under the Facility may be made to any person that is not an Investment Grade Lender. In the case of partial assignments (other than to another Lender or to an affiliate of a Lender), the minimum assignment amount shall be $5,000,000, unless otherwise agreed by the Borrower (unless an event of default under the Credit Documentation has occurred and is continuing) and the Administrative Agent. If the consent of the Borrower is required in connection with any assignment, it shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten (10) business days of receiving written request for its consent to such assignment.

				The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same (but no greater) benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the specific Lender from which it purchased its participation would be required as described under “Voting” above.

				Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Facility only upon request.

		Yield Protection:		The Credit Documentation shall contain customary provisions consistent with Documentation Principles (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy, liquidity and other requirements of law (provided, that for the purposes of determining a change in law, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, and all

A-13


				requests, rules, guidelines or directives promulgated under, or issued in connection with, either of the foregoing, shall be deemed to have been introduced or adopted after the date of the Credit Documentation, regardless of the date enacted, adopted or issued; provided, further, that the applicable Lender is generally seeking, or intending to generally seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so)) and from changes in withholding or other taxes (other than franchise or income taxes or any branch profits or similar taxes) and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any payment or prepayment of a LIBOR Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto or any failure to borrow a LIBOR Loan on the date specified in the applicable borrowing notice. The Credit Documentation shall contain a customary “yank-a-bank” provision relating to Defaulting Lenders, non-consenting lenders and Lenders claiming yield protection.

		Expenses and Indemnification:		The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arranger and their affiliates associated with the syndication of the Facility and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including, without limitation, the reasonable and documented fees, disbursements and other charges of a single counsel selected by the Administrative Agent for all such persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such persons, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment) and (b) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of (i) a single counsel selected by the Administrative Agent for all such persons, taken as a whole, and (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such persons, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment) in connection with the enforcement of the Credit Documentation.

				The Administrative Agent, the Arranger and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any and all losses,

A-14


				claims, damages and liabilities incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof (except to the extent (i) they are found by a final, non-appealable judgment of a court of competent jurisdiction to result from the willful misconduct, bad faith or gross negligence of such indemnified person (or such Indemnified Person’s affiliates or any officers, directors, employees, advisors, agents of such indemnified person or any of its affiliates) (ii) they result from such indemnified person’s (or such indemnified person’s affiliates or any officers, directors, employees, advisors, agents of such indemnified person or any of its affiliates) material breach of its obligations under the Credit Documentation or (iii) they relate to disputes solely among indemnified persons that are not arising out of any act or omission by the Borrower or any of its affiliates, other than claims against any agent, arranger, bookrunner or other similar role under the Facility in its capacity as such); provided that in connection therewith the Borrower shall only be responsible for the reasonable and documented fees, charges and disbursements of (i) a single counsel selected by the Administrative Agent for all such indemnified persons, taken as a whole, and (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected indemnified persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such indemnified persons, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment).

		Federal Margin Rules:		To the extent an exemption is not available under the applicable federal margin rules, each Lender shall represent to the Borrower, the Administrative Agent and the other Lenders that such Lender in good faith is not relying upon any “margin stock” (as defined in Regulation U of the Federal Reserve Board) as collateral for the extension or maintenance of the credit provided for under the Credit Documentation or, that if such Lender is so relying, that the amount of credit extended to the Borrower does not exceed the maximum loan value of the collateral which indirectly secures such credit, as determined by such Lender in accordance with the requirements of Regulation U.

		Governing Law and Forum:		New York law. Each party to the Credit Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the federal and New York State courts located in the City of New York, the Borough of Manhattan.

		Counsel to the Administrative Agent and the Arranger:		Weil, Gotshal & Manges LLP.

A-15

Annex I

to Exhibit A

Interest and Certain Fees


Interest Rate Options:	The Borrower may elect that the Loans bear interest at a rate per annum equal to:

		(i)	the ABR plus the Applicable Margin; or

		(ii)	the Adjusted LIBO Rate plus the Applicable Margin.

	As used herein:

	“ABR” means, for any day, a fluctuating rate per annum equal to the highest of (i) the federal funds effective rate from time to time plus 0.50%, (ii) the rate of interest per annum from time to time published in the “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one rate is published as the Prime Lending Rate, then the highest of such rates (the “Prime Rate”) (each change in the Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that is different from that published on the preceding domestic business day); provided, that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Lending Rate (it being understood that such selection shall be made in a manner consistent with general market practice and the manner in which the Administrative Agent is making such selections for credit it extends to other similarly situated borrowers) and (iii) the one month Adjusted LIBO Rate plus 1.00%. Each change in any interest rate provided for herein based upon the ABR resulting from a change in the Prime Lending Rate, the federal funds effective rate or the Adjusted LIBO Rate shall take effect at the time of such change in the Prime Lending Rate, the federal funds effective rate, or the Adjusted LIBO Rate, respectively.

	“Adjusted LIBO Rate” means the LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities (if any).

	“Applicable Margin” means a percentage based upon the Borrower’s Debt Ratings as set forth in the pricing grid attached hereto as Annex I-A.


		“Debt Ratings” means, for any rating agency at any time, the rating then in effect from such rating agency applicable to the Borrower’s senior, unsecured, non-credit enhanced long-term debt for borrowed money.

		“LIBO Rate” means the rate for eurodollar deposits in the London interbank market for a period of one, two, three or six months, in each case as selected by the Borrower, appearing on Page LIBOR01 of the Reuters screen (or any successor or substitute page of such page).

Interest Payment Dates:		In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears on the last business day of each March, June, September and December.

		In the case of Loans bearing interest based upon the Adjusted LIBO Rate (“LIBOR Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

Commitment Fees:		The Borrower shall pay, or cause to be paid, commitment fees (the “Commitment Fees”) to each Lender under the Facility calculated at a rate per annum equal to 0.25% on the daily average undrawn Commitments of such Lender, accruing during the period commencing on the later of (i) the date that is 60 days following the date of the Commitment Letter and (ii) the date of execution of the Credit Documentation, payable quarterly in arrears and upon repayment or termination of the Facility.

Duration Fees:		The Borrower shall pay, or cause to be paid, duration fees (the “Duration Fees”) for the account of each Lender in amounts equal to the applicable percentage as determined in accordance with the grid below, of the principal amount of the Loan of such Lender outstanding at the close of business, New York City time, on each date set forth in the grid below, payable on each such date:


Duration Fee
90 days after the Closing Date			180 days after the Closing Date			270 days after the Closing Date
	0.50	%		1.00	%		1.50	%


Default Rate:		At any time when a payment default under the Credit Documentation has occurred and is continuing, the overdue amount shall accrue interest at a rate per annum equal to (i) in the case of principal of any Loan, 2% above the rate otherwise applicable thereto or (ii) in the case of any other amount, 2% above the rate applicable to ABR Loans, with such interest being payable on demand.



Rate and Fee Basis:		All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

Annex I-A

to Exhibit A

Pricing Grid

Debt Rating (S&P and Fitch)

Applicable Margin

Closing Date through
89 days after Closing
Date

90 days after Closing
Date through 179
days after Closing
Date

180 days after
Closing Date through
269 days after
Closing Date

270 days after
Closing Date and
thereafter

ABR
Loans

LIBOR
Loans

ABR
Loans

LIBOR
Loans

ABR
Loans

LIBOR
Loans

ABR
Loans

LIBOR
Loans

Rating Level 1: ¨ BBB/BBB

75 bps

175 bps

125 bps

225 bps

175 bps

275 bps

225 bps

325 bps

Rating Level 2: ¨ BBB-/BBB-

100 bps

200 bps

150 bps

250 bps

200 bps

300 bps

250 bps

350 bps

Rating Level 3: ¨ BB+/BB+

150 bps

250 bps

200 bps

300 bps

250 bps

350 bps

300 bps

400 bps

Rating Level 4: £ BB/BB

200 bps

300 bps

250 bps

350 bps

300 bps

400 bps

350 bps

450 bps

If only one of S&P and Fitch shall have in effect ratings, the pricing shall be determined based on Rating Level 4. In the event of a split rating, the higher rating shall apply, except that in the event of a split rating of more than one level, the applicable rating shall be one level above the lower rating. In the event that ratings are not obtained, the pricing will be determined based on Rating Level 4.

Exhibit B

BGC PARTNERS, INC.

364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY

Conditions Precedent to Availability of Loans

The Commitments of the Lenders and the availability of the Loans on the Closing Date shall be conditioned upon satisfaction of the following conditions precedent on or before the Commitment Termination Date:

1. The Borrower and each Guarantor shall have executed and delivered the Credit Documentation.

2. Prior to or substantially concurrently with the borrowing under the Facility, either (i) unless the Acquisition is consummated pursuant to a One-Step Merger Transaction, the Tender Offer shall have been consummated in accordance with the terms and conditions of the Initial Offer to Purchase (which shall be in form and substance reasonably satisfactory to the Commitment Parties; provided that it is understood (i) the draft Initial Offer to Purchase marked “RR Donnelley ProFile 20-Oct-2014 16:31 EST” and (ii) the letter (in file number “LEGAL-#77516-v6-gates_bgc_comments_on_commencement_letter.docx”) addressed to the board of directors of the Target which will be included in the Initial Offer to Purchase, in each case, provided by the Borrower to the Commitment Parties prior to the Commitment Parties’ execution of the Commitment Letter are satisfactory to the Commitment Parties) and no provision (including, without limitation, the Regulatory Condition (as defined in the Initial Offer to Purchase) or the conditions set forth in Section 14(i) or 14(ii) of the Initial Offer to Purchase) of the Initial Offer to Purchase shall have been amended, supplemented or otherwise modified or waived by the Borrower in each case in a manner which is materially adverse to the interests of the Commitment Parties without the Arranger’s prior written consent or (ii) if the Acquisition is consummated pursuant to a One-Step Merger Transaction, such One-Step Merger Transaction shall be consummated in accordance with the terms and conditions of the Acquisition Agreement (which shall be in form and substance reasonably satisfactory to the Arranger (any such satisfactory acquisition agreement in connection with a One-Step Merger Transaction or a Two-Step Merger Transaction, the “Approved Acquisition Agreement”)) and no provision of the Approved Acquisition Agreement, shall have been amended, supplemented or otherwise modified, and no consent or waiver by the Borrower or any of its subsidiaries shall have been provided thereunder, in each case in a manner which is materially adverse to the interests of the Commitment Parties without the Arranger’s prior written consent. Without limiting the foregoing, it is understood that (w) any change in the purchase price set forth in the Tender Offer Documents of the Specified Percentage (as defined in the Fee Letter) or less shall not be considered materially adverse to the interests of the Commitment Parties, (x) any amendment to the Initial Offer to Purchase in connection with the entry of an Approved Acquisition Agreement in order to facilitate a Two-Step Merger Transaction pursuant to such Approved Acquisition Agreement and such Initial Offer to Purchase, as so amended, shall not be considered materially adverse to the interests of the Commitment Parties and (y) subject to the foregoing clause (x), any amendment, supplement, modification or waiver of the Minimum Tender Condition (as defined in the Initial Offer to Purchase, including any reduction thereof) or the Board Condition (as defined in the Initial Offer to Purchase) shall be considered materially adverse to the interests of the Commitment Parties.

3. The Arranger shall have received (i) audited consolidated financial conditions, statements of operations and statements of cash flows of the Borrower and its subsidiaries for the last three full fiscal years ended at least 60 days prior to the Closing Date, and unaudited consolidated financial conditions, statements of operations and statements of cash flows of the Borrower and its subsidiaries for each subsequent fiscal quarterly interim period (other than, for the avoidance of doubt, the fourth fiscal quarter) or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the

B-1

prior fiscal year), which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100; (ii) solely if and to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X for an offering of debt securities by the Borrower registered on Form S-1 under the Securities Act, audited consolidated annual financial statements of the Acquired Business for the last three full fiscal years ended at least 75 days prior to the Closing Date, as well as unaudited interim consolidated financial statements for each subsequent fiscal quarterly interim period or periods (other than, for the avoidance of doubt, the fourth fiscal quarter) ended at least 40 days prior to the Closing Date (which shall have been reviewed by the independent accountants for the Acquired Business as provided in Statement on Auditing Standards No. 100) prepared in accordance with U.S. GAAP; provided that if an Acquisition Agreement has not be signed prior to the Closing Date, the financial statements referred to in this clause (ii) shall only be required to be delivered to the extent publicly available; and (iii) customary pro forma financial statements, which meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder; provided, that if an Acquisition Agreement has not been signed prior to the Closing Date, the pro forma financial statements referred to in this clause (iii) may be prepared based on publicly available information of the Acquired Business and may not comply with all of the requirements of Article 11 of Regulation S-X; and provided, further, that if such information in clause (i) or (ii) above is filed with the SEC and publicly available, such information shall be deemed to have been delivered to the Arranger.

4. The Lenders, the Administrative Agent, the Commitment Parties and the Arranger shall have received all fees required to be paid and due on the Closing Date, and all expenses for which invoices have been presented at least 2 business days prior to the Closing Date, on or before the Closing Date.

5. The Lenders shall have received: (A) (i) such legal opinions from such counsel to the Borrower as may be reasonably required by the Administrative Agent, (ii) corporate organizational documents, good standing certificates and officer certificates (including, without limitation, a customary certificate that the conditions precedent contained herein have been satisfied as of the Closing Date and a certificate from the chief financial officer of the Borrower as to the solvency (on consolidated basis) of the Borrower and its subsidiaries as of the Closing Date substantially in the form of Exhibit C to this Commitment Letter on a pro forma basis for the Transactions, provided, that, with respect to the Acquired Business, unless the Acquisition is consummated pursuant to an Acquisition Agreement, such certificate shall be based solely on the financial statements of the Target that are publicly available), (iii) resolutions with respect to the Borrower and Guarantors and (iv) a borrowing notice, each of the items specified in clauses (A)(i) through (A)(iv) as is customary for transactions of this type and reasonably satisfactory to the Administrative Agent; and (B) at least 2 business days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by any of the Administrative Agent, the Arranger and the Lenders at least 10 business days prior to the Closing Date.

6. There shall exist no default or event of default under the Credit Documentation with respect to (a) non-payment of principal and interest, (b) bankruptcy, (c) cross-default with respect to debt of the Borrower exceeding a principal amount of $25,000,000, (d) actual or asserted invalidity of any Guarantor’s guarantee or (e) breach of the covenants with respect to (i) maintenance of corporate existence of the Borrower, (ii) indebtedness, (iii) liens, (iv) restricted payments and (v) asset sales, at the time of or immediately after giving effect to the extensions of credit under the Facility on the Closing Date.

B-2

7. (i) To the extent the Acquisition is consummated pursuant to an Acquisition Agreement, each of the Acquisition Agreement Representations shall be true and correct and (ii) each of the Specified Representations shall be true and correct in all material respects (except any Specified Representations that are qualified by materiality, which shall be true and correct), in each case at the time of, and after giving effect to, the making of such Loans on the Closing Date (it being understood that the Commitments of the Lenders and the making of Loans thereunder on the Closing Date shall not be conditioned on the accuracy or correctness of any representation or warranty other than as set forth in this paragraph 7). For purposes hereof, (x) “Acquisition Agreement Representations” means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement, but only to the extent that the Borrower (or a subsidiary) has the right to terminate its obligations to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement and (y) “Specified Representations” means the representations and warranties contained in the Credit Documentation relating to (a) corporate existence, power and authority, (b) the authorization, execution, delivery and enforceability of the Credit Documentation, (c) no conflicts of the Credit Documentation with (i) organizational documents, (ii) any agreements of the Borrower governing indebtedness in excess of $25 million or (iii) any applicable law or order of any court or governmental authority to the extent with respect to this subclause (iii) a conflict is or would reasonably be expected to have a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent under the Credit Documentation, (d) accuracy and completeness of the Borrower’s historical financial information in accordance with generally accepted accounting principles in all material respects, (e) governmental authorization with respect to the Facility, (f) solvency, (g) Federal Reserve margin regulations, (h) the Investment Company Act and (i) OFAC, FCPA and other anti-corruptions laws, and anti-money laundering laws (as set forth on Annex I hereto).

8. (a) Unless the Acquisition is consummated pursuant to a One-Step Merger Transaction or a Two-Step Merger Transaction in respect of which an Acquisition Agreement has been entered, from and after December 31, 2013, no change occurs, or has occurred, or is threatened (or any development occurs, or has occurred, or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of the Target and its subsidiaries, taken as a whole, that is or may be expected to be materially adverse to the Target and its subsidiaries, taken as a whole (a “Tender MAE”) or (b) if the Acquisition is consummated pursuant to a One-Step Merger Transaction or a Two-Step Merger Transaction in respect of which an Acquisition Agreement has been entered, there not occurring since December 31, 2013 (or such later date as may be specified in the material adverse effect representation or condition in the Approved Acquisition Agreement) any event, development or circumstance that, individually or in the aggregate, constitutes a Target Material Adverse Effect (as defined below). For purposes hereof, (x) “Target Material Adverse Effect” shall have the meaning given to such term (or its equivalent) in the Approved Acquisition Agreement as of the date of the initial execution thereof by the Borrower and the Target and (y) “Acquired Business Material Adverse Effect” means (i) if the Acquisition is consummated pursuant to a One-Step Merger Transaction, a Target Material Adverse Effect or (ii) otherwise, a Tender MAE.

B-3

Exhibit C

BGC PARTNERS, INC.

364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY

Form of Solvency Certificate

[—][—], 20[—]

This Solvency Certificate is being executed and delivered pursuant to Section [—] of that certain [—]¹ (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined; provided, that for purposes hereof, all references to “subsidiaries” shall exclude the Acquired Business unless the Target’s financial results would be required to be consolidated with those of the Borrower and its consolidated subsidiaries in accordance with GAAP on or prior to the date hereof).²

I, A. Graham Sadler, the Chief Financial Officer of the Borrower, in such capacity and not in an individual capacity, hereby certify as follows:

1.	I am generally familiar with the businesses and assets of the Borrower and its subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement; and

As of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions, that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, does not exceed the fair value of the present assets of the Borrower and its subsidiaries, taken as a whole; (ii) the present fair saleable value of the assets of the Borrower and its subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, on their debts as they become absolute and matured; (iii) the capital of the Borrower and its subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower or its subsidiaries, taken as a whole, contemplated as of the date hereof; and (iv) the Borrower and its subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[Remainder of page intentionally left blank]

¹	Describe relevant Credit Agreement.

Unless the Acquisition is consummated pursuant to an Acquisition Agreement, this certificate shall be amended to reflect that representations relating to the Acquired Business shall be based solely on the financial statements of the Target that are publicly available at the time of the delivery of this certificate.

C-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.


By:
Name:		A. Graham Sadler
Title:		Chief Financial Officer

C-2

Annex I

BGC PARTNERS, INC.

364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY

Representations and Warranties Referenced in the Commitment Letter

For purposes of the below representations and warranties, the Borrower, together with its subsidiaries, shall be referred to collectively, as the “Company”:

OFAC: (a) The Borrower represents that neither the Company, nor, to the Company’s knowledge after reasonable inquiry, any director, officer, employee, agent or representative of the Company (to the extent that any such individual is acting in such capacity in connection with the business of the Company) is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury (“HMT”), (collectively, “Sanctions”), nor (ii) organized or resident in a country or territory that is the subject of comprehensive Sanctions (specifically, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(b) The Borrower represents that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

Anti-Corruption Laws: (a) The Borrower represents that neither the Company, nor, to the Company’s knowledge after reasonable inquiry, any director, officer, employee, agent or representative of the Company (to the extent that any such individual is acting in such capacity in connection with the business of the Company), has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to corruptly influence official action or otherwise secure an improper advantage; and the Company has conducted its businesses in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the U.K. Bribery Act 2010, and all other applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”), and has instituted and maintains and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws.

(b) The Borrower further represents that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any activities or business of any kind that would constitute or result in a violation the Anti-Corruption Laws.

Anti-Money Laundering Laws/Patriot Act: (a) The Borrower represents that the operations of the Company are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes,

rules and regulations of jurisdictions where the Company conducts business (collectively, the “Anti-Money Laundering Laws”), and, to the best knowledge of the Company, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or threatened.

Covenants Referenced in the Commitment Letter

Anti-Corruption Laws: The Borrower covenants that the Company and its subsidiaries (i) have conducted and will continue to conduct their businesses operations in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the U.K. Bribery Act 2010, and all other applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”); (ii) have instituted and maintained and will continue to institute and maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws; and (iii) will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any activities or business of any kind that would constitute or result in a violation the Anti-Corruption Laws.

Anti-Money Laundering Laws/Patriot Act: The Borrower covenants that the Company and its subsidiaries (i) have conducted and will continue to conduct their business operations in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes, rules and regulations of jurisdictions where the Company conducts business (collectively, the “Anti-Money Laundering Laws”); (ii) have instituted and maintained and will continue to institute and maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Money Laundering Laws; and (iii) will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any activities or business of any kind that would constitute or result in a violation the Anti-Money Laundering Laws.

OFAC: The Borrower covenants that the Company and its subsidiaries shall not directly or indirectly use the proceeds of any Borrowing (i) to fund any activities of or business with any individual or entity that, at the time of such funding, is (A) the subject of Sanctions or (B) in any Designated Jurisdiction (as defined below), in each case in violation of any Sanctions; or (ii) in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the financing transaction contemplated by the Credit Documentation, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions. For purposes hereof, “Designated Jurisdiction” means a jurisdiction in or with which transactions are prohibited or restricted by any Sanctions.

Maintenance of Properties. The Borrower will, and will cause its Subsidiaries to, keep and maintain all of their property that are used or useful in the conduct of its or their business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Insurance. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies or through self-insurance, (a) insurance or self-insurance in such amounts (with no greater risk retention) and against such risks as is considered adequate by the Borrower, in its good faith judgment, and (b) all other insurance as may be required by law, in each case except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Books and Records; Inspection Rights. The Borrower will, and will cause each Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made in all material respects of all dealings and transactions in relation to its business and activities sufficient to permit the preparation of financial statements in accordance with GAAP and (b) in the case of the Borrower and each Guarantor, permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records and to discuss its affairs, finances and condition with its officers, all at such reasonable times during normal business hours and as often as reasonably requested (but no more frequently than annually unless an Event of Default exists) and all with a representative of the Borrower present. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and their respective Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.

Change in Nature of Business. The Borrower shall not make any material change in the nature of the business of the Borrower and its Subsidiaries, taken as a whole, as carried on at the date of the Credit Documents; it being understood that this covenant shall not prohibit the Borrower and its Subsidiaries from conducting any business or business activities incidental or related to the business of the Borrower and its Subsidiaries as carried on at the date of this agreement or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.