GFI Group Inc. Announces Successful Completion of its Consent Solicitation with Respect to its 8.375% Senior Notes due 2018
NEW YORK, Jan. 13, 2016 /PRNewswire/ — GFI Group Inc. (“GFI”) announced today that it has received the consents necessary to effect an amendment (the “Amendment”) to the Indenture, dated as of July 19, 2011, between GFI and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) (as supplemented or amended, the “Indenture”) that governs GFI’s 8.375% Senior Notes due 2018 (CUSIP No. 361652AA8) (the “Notes”). The Notes have been fully and unconditionally guaranteed by BGC Partners, Inc. (NASDAQ: BGCP) (“BGC.”)
The Amendment modifies the Indenture’s reporting covenant 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 in lieu of GFI’s SEC reports.
GFI received the consents of holders of a majority of the aggregate principal amount of the Notes on or prior to 5:00 p.m., New York City time, on January 12, 2016 (such time and date, the “Expiration Time.”) As a result, GFI, BGC and the Trustee have entered into the Second Supplemental Indenture, dated as of January 12, 2016, which effects the Amendment (the “Supplemental Indenture.”) The Supplemental Indenture was executed on January 12, 2016, and the Amendment will become operative upon payment of the consent consideration described in the following paragraph. After the Supplemental Indenture has become operative, GFI will cease filing annual, quarterly, and other reports with the SEC.
GFI will make or cause to be made to consenting holders of Notes an aggregate cash payment equal to $1,800,000, representing the aggregate Consent Fee (as defined below). The Consent Fee is an amount, per $1,000 principal amount of Notes for which a holder has delivered (prior to the Expiration Time) and not revoked (prior to the execution of the Supplemental Indenture) its consent, equal to the product of $7.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Time and the denominator of which is the aggregate principal amount of Notes for which holders have delivered and not revoked consents (the “Consent Fee”). The amount of the Consent Fee will be approximately $8.10 per $1,000 principal amount. The Consent Fee is expected to be paid on January 15, 2016.
BofA Merrill Lynch acted as the lead solicitation agent in connection with the consent solicitation. Cantor Fitzgerald and Co. acted as the co-solicitation agent. Global Bondholder Services Corporation acted as information agent, tabulation agent and paying 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 Amendment or any securities.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this document regarding GFI’s and/or BGC’s businesses that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Except as required by law, GFI and/or BGC undertake no obligation to release any revisions to any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see GFI’s and/or BGC’s respective SEC filings, including, but not limited to, the risk factors set forth in their respective public filings, including their most recent Forms 10-K and any updates to such risk factors contained in subsequent Forms 10-Q or Forms 8-K.
About GFI Group Inc.
Founded in 1987 and headquartered in New York, GFI is owned by, and operates as a division of BGC. 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.