SEC Company Response from BGC Group, Inc. (BGC) (CIK 0001094831) (BGC) — Oct 22, 2019
BGC Group, Inc. (BGC) (CIK 0001094831)
Date: Oct. 22, 2019 · CIK: 0001094831 · Accession: 0001193125-19-271729
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-234176
Letter
BGC Partners, Inc.
499 Park Avenue
New York, New York
October 22, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: BGC Partners, Inc. — Registration Statement on Form S-4
(File No. 333-234176) (the “Registration Statement”)
Ladies and Gentlemen:
On October 11, 2019, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up to $300,000,000 aggregate principal amount of the Company’s outstanding 3.750% Senior Notes due 2024 (the “Old Notes”) for an equal aggregate principal amount of the Company’s 3.750% Senior Notes due 2024 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Company is registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the “Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the Company represents as follows:
1. The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.
United States Securities and Exchange Commission
October 22, 2019
Page 2
2. The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement (the “Exchange Offer Prospectus”)) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The Company acknowledges that any such reoffer, resale or transfer should be covered by an effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.
3. The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating in the Exchange Offer, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions, which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).
4. The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by participating in the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities will acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will also include a statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
United States Securities and Exchange Commission
October 22, 2019
Page 3
Very truly yours,
BGC PARTNERS, INC.
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CORRESP
BGC Partners, Inc.
499 Park Avenue
New York, New York
10022
October 22, 2019
VIA EDGAR
United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re:
BGC Partners, Inc. — Registration Statement on Form S-4
(File No. 333-234176) (the “Registration
Statement”)
Ladies and Gentlemen:
On October 11,
2019, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up
to $300,000,000 aggregate principal amount of the Company’s outstanding 3.750% Senior Notes due 2024 (the “Old Notes”) for an equal aggregate principal amount of the Company’s 3.750% Senior Notes due 2024 (the “Exchange
Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Company is
registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the
“Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the Company represents as follows:
1.
The Company has not entered into any arrangement or understanding with any person, including any broker-dealer
holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have
an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.
United States Securities and Exchange
Commission
October 22, 2019
Page 2
2.
The Company will make each person participating in the Exchange Offer aware (through the prospectus included in
the Registration Statement (the “Exchange Offer Prospectus”)) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in
the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The
Company acknowledges that any such reoffer, resale or transfer should be covered by an effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph)
the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.
3.
The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be
an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating in the Exchange Offer, any such
broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions,
which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).
4.
The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by
participating in the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange
offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities will acknowledge that it will
comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will also include a
statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
United States Securities and Exchange
Commission
October 22, 2019
Page 3
Very truly yours,
BGC PARTNERS, INC.
By: /s/ Stephen M. Merkel
Name: Stephen M. Merkel
Title: Executive Vice President
and General
Counsel
[Letter of Undertaking
Related to Exchange Offer for 3.750% Senior Notes due 2024]