BGC Group is conducting the exchange offers to simplify its capital structure following the corporate
conversion completed on July 1, 2023, whereby BGC Partners became a wholly owned subsidiary of BGC Group, and to give existing holders of the Old Notes the opportunity to obtain New Notes issued by BGC Group, which will rank pari passu
with BGC Group’s other unsecured senior indebtedness. In connection with the closing of the exchange offers, BGC Group intends to assume BGC Partners’ credit facilities. BGC Group also intends to be the issuer and obligor on future debt
issuances and credit arrangements, rather than BGC Partners.
The adoption of the proposed amendments with respect to each series of Old Notes requires
the consents of holders of the majority in outstanding principal amount of such series through the valid tendering of Old Notes (the “Requisite Consents”). Consents to the proposed amendments could no longer be revoked as of the Consent
Revocation Deadline, at which time approximately 82.81% of BGC Partners’ 3.750% Senior Notes due October 1, 2024, approximately 95.69% of BGC Partners’ 4.375% Senior Notes due December 15, 2025, and approximately 98.47% of BGC
Partners’ 8.000% Senior Notes due May 25, 2028 were tendered, and thus the Requisite Consents were received for each series. As a result, on the date of the Consent Revocation Deadline, BGC Partners executed (i) the Fourth
Supplemental Indenture to the Old Base Indenture to implement the proposed indenture amendments (the “Old Notes Supplemental Indenture”) and (ii) a written acknowledgement of the amendment to the Old 2028 Notes Registration Rights
Agreement to terminate such agreement (the “Written Acknowledgement”). Each of the Old Notes Supplemental Indenture and the Written Acknowledgement will become effective on or about the second business day following the Expiration Date.
The exchange offers and consent solicitations are being made pursuant to the terms and conditions set forth in the preliminary prospectus filed with the
SEC on September 6, 2023 (the “Prospectus”), which forms part of the Registration Statement, and the related letter of transmittal and consent (the “Letter of Transmittal”). The consummation of each exchange offer is subject
to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions in the Prospectus and the Letter of Transmittal, and the Registration Statement having been declared effective by the SEC. BGC Group may, at its option, waive
any such conditions except for the condition that the Registration Statement of which the Prospectus forms a part has been declared effective by the SEC. All conditions to the exchange offers must be satisfied or, where permitted, waived, at or by
the Expiration Date.
Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the
applicable exchange offer; however, the associated consents will continue to be deemed delivered. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless BGC Group is otherwise required by law to permit withdrawal.
The New Notes will be unsecured and unsubordinated obligations of BGC Group and will rank equally with each other and with all other unsecured and
unsubordinated indebtedness of BGC Group issued from time to time.
Each New Note issued in exchange for an Old Note will have an interest rate, interest
payment dates and maturity that are the same as the interest rate, the interest payment dates and maturity of the tendered Old Note, as well as substantively the same optional redemption provisions. No accrued but unpaid interest will be paid on the
Old Notes in connection with the exchange offers. However, interest on the applicable New Note will accrue from and including the most recent interest payment date of the tendered Old Note. Subject to the minimum denominations as described in the
Registration Statement, the principal amount of each New Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and BGC Group will pay a cash rounding amount equal to the remaining portion, if any, of the exchange price of
such Old Note, plus accrued and unpaid interest with respect to such portion of the Old Notes not exchanged.
Questions concerning the terms of the
exchange offers or the consent solicitations for the Old Notes should be directed to the dealer manager for the exchange offers and the solicitation agent for the consent solicitations:
BofA Securities
620 South
Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attention: Liability Management
Toll Free: +1 (888) 292-0070
Collect: +1 (980) 387-3907
Email: debt_advisory@bofa.com