SEC Comment Letter for BGC Group, Inc. (BGC) (CIK 0001094831) (BGC) — Aug 30, 2016
BGC Group, Inc. (BGC) (CIK 0001094831)
Date: Aug. 30, 2016 · CIK: 0001094831 · Accession: 0000000000-16-090685
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213163
Letter
Mail Stop 3233 August 30, 2016 Via E -mail Caroline A. Koster , Esq. Vice President and Assistant General Counsel BGC Partners, Inc. 499 Park Avenue New York, New York 10022
Re: BGC Partners Inc. Registration Statement on Form S-4 Filed August 16 , 2016 File No. 333-213163
Dear Ms. Koster :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy 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 company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written 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 wit h respect to the filing;
the action 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 th e filing; and
the company may not 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.
Caroline A. Koster , Esq. BGC Partners, Inc. August 30 , 2016 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . 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 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact me at (202)551 -3585 with any questions.
Sincerely,
/s/ Stacie D. Gorman
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Mail Stop 3233 August 30, 2016 Via E -mail Caroline A. Koster , Esq. Vice President and Assistant General Counsel BGC Partners, Inc. 499 Park Avenue New York, New York 10022 Re: BGC Partners Inc. Registration Statement on Form S-4 Filed August 16 , 2016 File No. 333-213163 Dear Ms. Koster : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy 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 company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written 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 wit h respect to the filing; the action 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 th e filing; and the company may not 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. Caroline A. Koster , Esq. BGC Partners, Inc. August 30 , 2016 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . 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 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact me at (202)551 -3585 with any questions. Sincerely, /s/ Stacie D. Gorman Stacie D. Gorman Senior Counsel Office of Real Estate and Commodities cc: Howard A. Kenny , Esq. (via e -mail)