Deadline for Consent Extended to Noon New York City Time on September 25, 2015
Consent Fee Increased from $2.50 per $1,000 to at Least $5.00 per $1,000 and as Much as Approximately $10.00 per $1,000
Final Offer Now Provides for a Total Consent Fee of $1,200,000 Only for Consenting Bondholders to Share if at least a Majority Consent
GFI Does Not Intend to Call or Repurchase the Notes
NEW YORK— September 23, 2015. GFI Group Inc. (OTC: GFIG) (“GFI”) announced today that it has amended the terms and extended the Expiration Time of its consent solicitation (“Consent Solicitation”) previously announced on September 14, 2015. The Consent Solicitation is addressed to holders of its 8.375% Senior Notes due 2018 (CUSIP No. 361652AA8) (the “Notes”) which have been fully and unconditionally guaranteed by BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”). This is a final offer by GFI and there will be no further increase of the Consent Fee or extension of the Expiration Time.
GFI is soliciting consents to modify the reporting covenant applicable to the Notes to provide that, so long as BGC (or another publicly reporting company controlling GFI) guarantees the Notes, the reports that BGC (or such other publicly reporting company controlling GFI) files with the Securities and Exchange Commission (the “SEC”) will be furnished to the Trustee (as defined below) in lieu of GFI’s SEC reports (the “Proposed Amendment”). If the amendment becomes effective, GFI will cease filing annual, quarterly and other reports with the SEC. The cost savings to GFI from discontinuing such filings is being shared with the bondholders in the form of the Consent Fee being offered. No other provisions of the Notes will be impacted by the Proposed Amendment, and all other rights of the bondholders remain in place. GFI does not intend to call or repurchase the Notes.
The amendment to the Consent Solicitation increases the aggregate Consent Fee to $1,200,000 to be shared by all consenting holders in the event that holders of at least a majority of the Notes consent and the other conditions applicable to the Consent Solicitation are satisfied or waived. The term “Consent Fee” described in the original consent solicitation statement has been amended so that the Consent Fee will now be an amount, per $1,000 principal amount of Notes for which a holder has delivered (prior to the Expiration Time, as defined below) and not revoked (prior to the Consent Time, as defined below) its consent, equal to the product of $5.00 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Time and the denominator of which is the aggregate principal amount of Notes for which holders deliver and do not revoke consents. As a result, the Consent Fee will range from $5.00 per $1,000 (if all holders consent) to approximately $10.00 per $1,000 (if holders of only a majority of the outstanding Notes consent). Holders who do not deliver or who revoke consents will not receive any payment.
GFI is also extending the previously announced Expiration Time from 5:00 p.m., New York City time, on September 22, 2015 to 12:00 noon, New York City time, on September 25, 2015.
All other terms of the Consent Solicitation remain unchanged.
GFI, BGC, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) are expected to execute a supplemental indenture (a “Supplemental Indenture”) effecting the Proposed Amendment promptly after receipt of the requisite consents prior to the Expiration Time. Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the “Consent Time”).
This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read GFI’s Consent Solicitation Statement, dated September 14, 2015, as supplemented by Supplement No. 1 thereto, dated September 23, 2015, for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the Lead Solicitation Agent, BofA Merrill Lynch, by calling (888) 292-0070 (toll-free) or (980) 683-3215 (collect). Copies of the Consent Solicitation Statement, as supplemented, and related documents may be obtained from the Information Agent, Global Bondholder Services Corporation, by calling (212) 430-3774 (banks and brokers collect) or (866) 807-2200 (all others toll-free) or by email at email@example.com. Cantor Fitzgerald & Co. is the Co-Solicitation Agent.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Cautionary Statement Regarding Forward-Looking Statements
This press release and other public pronouncements contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “will be,” “will likely continue,” “will likely result,” or words or phrases of similar meaning. Whether actual results and developments in the future will conform to stated expectations is subject to numerous risks and uncertainties, many of which are beyond the control of GFI. Therefore, actual outcomes and results could materially differ from what is expressed or implied in these statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see GFI’s Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in its public filings, including its most recent Forms 10-K and any updates to such risk factors contained in subsequent Forms 10-Q or Forms 8-K.
About GFI Group
GFI is majority-owned by, and operates as a division of, BGC Partners, Inc. GFI is a leading intermediary in the global OTC and listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants. More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities. GFI’s brands include Trayport, a leading provider of trading solutions for energy markets worldwide, and FENICS, a market leader in FX options software.
Founded in 1987 and headquartered in New York, GFI employs over 1,900 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.