GFI Group Announces Consent Solicitation with Respect to its 8.375% Senior Notes due 2018

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Sep 14, 2015, 06:00 ET

NEW YORK, Sept. 14, 2015 /PRNewswire/ -- GFI Group Inc. (OTC: GFIG) ("GFI") announced today that it has commenced a consent solicitation ("Consent Solicitation") with respect to its 8.375% Senior Notes due 2018 (CUSIP No. 361652AA8) (the "Notes") which have been fully and unconditionally guaranteed by BGC Partners, Inc. (NASDAQ: BGCP) ("BGC Partners" or "BGC").

GFI is soliciting consents from holders of record as of 5:00 p.m., New York City time, on September 10, 2015 (the "Record Date") to amend the Indenture (as defined below) to modify the 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 (the "Proposed Amendment"). If the amendment becomes effective, GFI will cease filing annual, quarterly and other reports with the SEC. The Proposed Amendment will be effected by a supplemental indenture (the "Supplemental Indenture") to the Indenture, dated as of July 19, 2011 (as supplemented or amended, the "Indenture"), by and among GFI, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), governing the Notes.

GFI is offering to pay each holder of record as of the Record Date who validly delivers its consent by 5:00 p.m. New York time on or prior to the Expiration Date (as defined below) and does not revoke its consent prior to the Consent Time (as defined below), a cash payment of $2.50 for each $1,000 in aggregate principal amount of Notes for which a consent is validly delivered and unrevoked (the "Consent Fee"), subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes. The Consent Fee will be paid promptly following the Expiration Date and the satisfaction or waiver of the other conditions.

GFI, BGC, and the Trustee are expected to execute the Supplemental Indenture promptly after receipt of the requisite consents on or prior to the Expiration Date. Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the "Consent Time"). The Supplemental Indenture will become effective immediately upon execution at the Consent Time, but the Proposed Amendment will not become operative until payment of the Consent Fee. Holders should note that the Consent Time may be prior to the Expiration Date and holders will not be given prior notice of such Consent Time.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on September 22, 2015 (the "Expiration Date"). If the requisite consents are received on or prior to the Expiration Date, and the other conditions to the Consent Solicitation are satisfied or waived, GFI will pay the Consent Fee as promptly as practicable following the Expiration Date to each noteholder who has consented through the Tabulation Agent, Global Bondholder Services Corporation. The Expiration Date may be extended by GFI in its sole discretion. GFI in its sole discretion may terminate the Consent Solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received.

This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read GFI's Consent Solicitation Statement, dated September 14, 2015, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the Lead Solicitation Agent, BofA Merrill Lynch, by calling (888) 292-0070 (toll-free) or (980) 683-3215 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the Information Agent, Global Bondholder Services Corporation, by calling (212) 430-3774 (banks and brokers collect) or (866) 807-2200 (all others toll-free) or by email at [email protected]. Cantor Fitzgerald & Co. is the Co-Solicitation Agent.

Important Notice

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

Cautionary Statement Regarding Forward-Looking Statements

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 Group Inc. 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.