SEC Comment Letter for BGC Group, Inc. (BGC) (CIK 0001094831) (BGC) — Apr 26, 2013
BGC Group, Inc. (BGC) (CIK 0001094831)
Date: April 26, 2013 · CIK: 0001094831 · Accession: 0000000000-13-022620
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-1878
Letter
April 25, 2013 Mr. Stephen M. Merkel Executive Vice President, General Counsel and Secretary BGC Partners, Inc. 499 Park Avenue New York, New York 10022
Re: BGC Partners, Inc. Registration Statement on Form S-3 Filed April 12, 2013 File No. 333-1878 75
Dear Mr. Merkel :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please tell us whether or not any of the selling stockholders is a broker -dealer or an affiliate of a broker -dealer. If any of the selling stockholders is a broker -dealer or an affiliate of a broker -dealer, please revise your disclosure to state that such seller is an underwriter or provide an analysis as to why you believe such person is not acting as a statutory underwriter.
Documents Incorporated by Reference, page 19
2. We note that you incorporate by reference your Annual Report filed on Form 10-K for the year ended December 31, 20 12 and, on page 19, you reference your Definit ive Proxy Statement on Schedule 14A to be filed . As the Form 10-K incorporates information from your proxy which has not yet been filed , please note that we will not be in a position to declare your filing effective until such time as the complete disclos ure required by Form
Mr. Stephen M. Merkel BGC Partners, Inc. April 25, 2013 Page 2
10-K has been filed. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.01, which can be found on our website, for guidance.
We urge all persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a wri tten statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the act ion of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may no t assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for accelera tion. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 an d the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Folake Ayoola at 202-551-3673 or me at 202-551-3401 with any questions.
Sincerely,
/s/ Jennifer Gowetski
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April 25, 2013 Mr. Stephen M. Merkel Executive Vice President, General Counsel and Secretary BGC Partners, Inc. 499 Park Avenue New York, New York 10022 Re: BGC Partners, Inc. Registration Statement on Form S-3 Filed April 12, 2013 File No. 333-1878 75 Dear Mr. Merkel : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. Please tell us whether or not any of the selling stockholders is a broker -dealer or an affiliate of a broker -dealer. If any of the selling stockholders is a broker -dealer or an affiliate of a broker -dealer, please revise your disclosure to state that such seller is an underwriter or provide an analysis as to why you believe such person is not acting as a statutory underwriter. Documents Incorporated by Reference, page 19 2. We note that you incorporate by reference your Annual Report filed on Form 10-K for the year ended December 31, 20 12 and, on page 19, you reference your Definit ive Proxy Statement on Schedule 14A to be filed . As the Form 10-K incorporates information from your proxy which has not yet been filed , please note that we will not be in a position to declare your filing effective until such time as the complete disclos ure required by Form Mr. Stephen M. Merkel BGC Partners, Inc. April 25, 2013 Page 2 10-K has been filed. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.01, which can be found on our website, for guidance. We urge all persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a wri tten statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the act ion of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may no t assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for accelera tion. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 an d the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Folake Ayoola at 202-551-3673 or me at 202-551-3401 with any questions. Sincerely, /s/ Jennifer Gowetski Jennifer Gowetski Senior Counsel