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is referred to as “BGC” and, together with its subsidiaries, as the “Company,” “BGC Partners,” “we,” “us,” or “our.”
−Removed: Our Businesses
−Removed: We are a leading global financial brokerage and technology company servicing the global financial markets.
−Removed: Through brands including BGC®, GFI®, Sunrise Brokers™, Poten & Partners®, RP Martin™ and Fenics® among others, our businesses specialize in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.
−Removed: We also broker products across FX, equity derivatives and cash equities, energy and commodities, shipping and futures and options.
−Removed: We have also recently announced the leveraging of our infrastructure and assets for cryptocurrency initiatives.
+Added: BGC is a leading global financial brokerage and technology company servicing the global financial markets.
+Added: Through brands including BGC®, Fenics®, GFI®, Sunrise Brokers™, Poten & Partners®, and RP Martin® among others, our businesses specialize in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.
+Added: Additionally, we provide brokerage products across FX, Equities, Energy and Commodities, Shipping and Futures and Options.
Our businesses also provide a wide variety of services, including trade execution, connectivity solutions, brokerage services, clearing, trade compression and other post-trade services, information, and other back-office services to a broad assortment of financial and non-financial institutions.
−Removed: Our integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use voice, hybrid or, in many markets, fully electronic brokerage services in connection with transactions executed either OTC or through an exchange.
−Removed: Through our Fenics® group of electronic brands, we offer a number of market infrastructure and connectivity services, fully electronic marketplaces, and the fully electronic brokerage of certain products that also may trade via voice and hybrid execution.
−Removed: The full suite of Fenics® offerings includes fully electronic and hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.
−Removed: Fenics® brands also operate under the names Fenics®, FMX™, BGC Trader™, CreditMatch®, Fenics Market Data™, Fenics GO™, BGC Market Data™, kACE 2 ®, Capitalab®, Swaptioniser®, CBID®, Lucera® and LumeAlfa™.
−Removed: BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE 2 , Capitalab, Swaptioniser, CBID, Aqua, Lucera and LumeAlfa are trademarks/service marks and/or registered trademarks/service marks of BGC Partners, Inc.
+Added: Our integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use our Voice, Hybrid, or, in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.
+Added: Through our Fenics® group of electronic brands, we offer a number of market infrastructure and connectivity services, including our Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via our Voice and Hybrid execution platforms.
+Added: The full suite of Fenics® offerings includes our Fully Electronic and Hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.
+Added: Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Futures Exchange™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, kACE2®, and Lucera®.
+Added: BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc.
and/or its affiliates.
Our customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.
−Removed: We have dozens of offices globally in major markets, including New York and London, as well as in Bahrain, Beijing, Bermuda, Bogotá, Brisbane, Buenos Aires, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Miami, Milan, Monaco, Moscow, Nyon, Paris, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.
−Removed: As of December 31, 2021, we had approximately 2,100 brokers, salespeople, managers, technology professionals and other front-office professional personnel across our businesses.
−Removed: Our businesses originated from one of the oldest and most established inter-dealer or wholesale brokerage franchises in the financial intermediary industry.
+Added: We have dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bogotá, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.
+Added: As of December 31, 2022, we had 1,985 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.
+Added: Our business originated from one of the oldest and most established inter-dealer or wholesale brokerage franchises in the financial intermediary industry.
Cantor started our wholesale intermediary brokerage operations in 1972.
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eSpeed completed an initial public offering in 1999 and began trading on Nasdaq, yet it remained one of Cantor’s controlled subsidiaries.
−Removed: Following eSpeed’s initial public offering, Cantor continued to operate its inter-dealer Voice/Hybrid brokerage business separately from eSpeed.
−Removed: In August 2004, Cantor announced the reorganization and separation of its inter-dealer Voice/Hybrid brokerage business into a subsidiary called “BGC,” in honor of B.
+Added: Following eSpeed’s initial public offering, Cantor continued to operate its inter-dealer Voice and Hybrid brokerage businesses separately from eSpeed.
+Added: In August 2004, Cantor announced the reorganization and separation of its inter-dealer Voice and Hybrid brokerage businesses into a subsidiary called “BGC,” in honor of B.
Gerald Cantor, the pioneer in screen brokerage services and fixed income market data products.
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In 2011, we also acquired and built up a commercial real estate services business called “Newmark,” which we spun-off to BGC’s stockholders in November 2018.
−Removed: In addition, we acquired and built-up an insurance brokerage business, which we
−Removed: sold in November 2021.
+Added: In addition, we acquired and built-up an insurance brokerage business, which we sold in November 2021.
We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse.
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Through these actions, we have been able to expand our presence in key markets and position our business for sustained growth.
−Removed: Since 2015, our acquisitions have included those of GFI., Sunrise Brokers Group, Poten & Partners, Perimeter Markets Inc., Lucera, Micromega Securities Proprietary Limited, Ginga Petroleum, Emerging Markets Bond Exchange Ltd, Kalahari Ltd and Algomi.
+Added: Since 2015, our acquisitions have included those of GFI, Sunrise Brokers Group, Poten & Partners, Perimeter Markets Inc., Lucera, Micromega Securities Proprietary Limited, Ginga Petroleum, Emerging Markets Bond Exchange Ltd, Kalahari Ltd, Algomi, and the Futures Exchange Group.
Since the founding of eSpeed, we have continued to pioneer advances in electronic trading across the wholesale capital markets.
−Removed: Fenics, BGC’s financial brokerage and technology businesses, has grown significantly, supported by our investment in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for electronic data services.
+Added: Fenics, BGC’s financial brokerage and technology business, has grown significantly, supported by our investment in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for electronic data services.
Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.
For the purposes of this document and subsequent SEC filings, all of our Fully Electronic businesses may be collectively referred to as “Fenics.” These offerings include Fully Electronic financial brokerage products and services, as well as offerings in market data, software solutions, and post-trade services across the Company.
−Removed: We currently operate electronic marketplaces in multiple financial markets through numerous products and services, including Fenics, BGC Trader, and several multi-asset hybrid offerings for voice and electronic execution, including BGC’s Volume Match and GFI’s CreditMatch.
−Removed: We also operate a number of newer standalone, fully electronic platforms such as Fenics UST, Fenics FX, Fenics GO, and Portfolio Match, among others.
+Added: We currently operate electronic marketplaces in multiple financial markets through numerous products and services, including Fenics, BGC Trader, and several multi-asset Hybrid offerings for Voice and Fully Electronic execution, including BGC’s Volume Match and GFI’s CreditMatch.
+Added: We also operate a number of newer standalone, Fully Electronic platforms such as Fenics UST, Fenics FX, Fenics GO, and PortfolioMatch, among others.
These electronic marketplaces offer electronic trading of numerous OTC and listed financial products, including government bonds, interest rate derivatives, spot foreign exchange, foreign exchange derivatives, corporate bonds, and credit derivatives.
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Our trading platform establishes a direct link between our brokers and customers and occupies valuable real estate on traders’ desktops, which is difficult to replicate.
−Removed: We believe that we can leverage our platform to offer fully electronic trading as additional products transition from Voice/Hybrid trading to fully electronic execution and additional electronic data services.
−Removed: We intend to continue to invest in these fully electronic businesses.
+Added: We believe that we can leverage our platform to offer Fully Electronic trading as additional products transition from Voice and Hybrid trading to Fully Electronic execution and additional electronic data services.
+Added: We intend to continue to invest in this Fully Electronic business.
Going forward, we expect Fenics to become an even more valuable part of BGC as it continues to grow.
We continue to analyze how to optimally configure our Voice, Hybrid and Fully Electronic businesses.
−Removed: In recent years, we have been adversely affected as a result of COVID-19 and its impact on the macroeconomic environment.
−Removed: For example, surges in global COVID-19 cases caused market-wide disruptions, particularly across our Voice/Hybrid business in December 2021.
−Removed: During the COVID-19 pandemic, our fully electronic businesses have been a key growth driver and competitive advantage as many of our brokers and clients have adapted to working remotely.
−Removed: Additional information with respect to the impact of COVID-19 on our businesses, results of operations and human capital resources is contained elsewhere in this Annual Report on Form 10-K.
+Added: Further, we continue to navigate the volatile interest rate environment experienced over the last year and the impact of high interest rates on our trading volumes and spreads.
+Added: Corporate Conversion
+Added: On November 15, 2022, we and BGC Holdings, along with certain other entities, entered into a Corporate Conversion Agreement in order to reorganize and simplify our organizational structure by converting us from an Up-C to a “Full C-Corporation.” Upon completion of the Corporate Conversion Transactions, the stockholders of BGC Partners and the limited partners of BGC Holdings will participate in the economics of the BGC businesses through the same publicly traded corporate entity, BGC Group, Inc.
+Added: By simplifying the organizational structure, the Corporate Conversion Transactions are intended to improve transparency and reduce operational complexity.
+Added: The Corporate Conversion Agreement provides that, on the terms and subject to the conditions set forth in the Corporate Conversion Agreement, BGC, BGC Holdings and their applicable subsidiaries will engage in the Mergers, pursuant to which:
+Added: • each share of Class A Common Stock and Class B Common Stock outstanding at the effective time of the Mergers will be converted into one share of Class A common stock and Class B common stock, respectively, of BGC Group, Inc.;
+Added: • each exchangeable limited partnership unit of BGC Holdings held by Cantor or one of its subsidiaries and outstanding at the effective time of the Mergers will be converted into one share of Class B common stock of BGC Group, Inc., subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the shares of BGC Group, Inc.
+Added: Class B common stock issued to Cantor will exchange into BGC Group, Inc.
+Added: Class A common stock in the event that BGC Group, Inc.
+Added: does not issue at least $75,000,000 in BGC Group, Inc.
+Added: common stock in connection with certain acquisition transactions prior to the seventh anniversary of the closing of the Mergers;
+Added: • each exchangeable limited partnership unit of BGC Holdings not held by Cantor or any of Cantor’s subsidiaries and outstanding at the effective time of the Mergers will be converted into one share of Class A common stock of BGC Group, Inc.;
+Added: • each non-exchangeable limited partnership unit of BGC Holdings will, subject to certain limited exceptions, be converted into awards denominated in cash, restricted stock and/or RSUs of BGC Group, Inc., each as further set forth in the Corporate Conversion Agreement.
+Added: In connection with the Corporate Conversion Transactions, BGC Group, Inc.
+Added: is expected to assume our Equity Plan, which is expected to be amended and restated to increase the number of shares of Class A common stock reserved for the grant of awards thereunder, to make certain other additional changes in connection with the Corporate Conversion Transactions, and to change the name of the Equity Plan to the “BGC Group, Inc., Inc.
+Added: Long Term Incentive Plan”.
+Added: It is also expected that, in connection with the Corporate Conversion Transactions, BGC Group, Inc.
+Added: will assume our Incentive Plan, as appropriately amended and restated, and renamed the “BGC Group, Inc.
+Added: Incentive Bonus Compensation Plan.” There will no longer be any need for our Participation Plan following the Corporate Conversion Transactions.
+Added: The Corporate Conversion Agreement has been approved by our Board of Directors, at the recommendation of the independent Audit Committee and the independent Compensation Committee of the Board of Directors, sitting jointly (the “Joint Committee”).
+Added: The Joint Committee has been advised by independent financial and legal advisors selected by the Joint Committee.
+Added: Houlihan Lokey, Inc., as financial advisor, has provided a fairness opinion to the Joint Committee.
+Added: In the first quarter of 2023, we received preliminary approvals from various U.S.
+Added: and international regulatory authorities relating to the Corporate Conversion Transactions.
+Added: We continue to seek regulatory approvals where required.
+Added: Following receipt of such approvals, and subject to other customary closing conditions, including approval of our shareholders, which are expected to be satisfied, we expect to close the Corporate Conversion in the third quarter of 2023.
+Added: We expect to file a Registration Statement on Form S-4 in connection with the Corporate Conversion in the second quarter of 2023.
+Added: We also expect to provide additional information with respect to our expected tax rates going forward as soon as practicable.
Overview of Our Products and Services
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Financial Brokerage
−Removed: While Voice/Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice/Hybrid brokerage to our higher margin, technology-driven Fenics brokerage, which has grown to represent 23% of total BGC revenues, excluding the Insurance brokerage business, during the fourth quarter of 2021.
−Removed: Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including Fenics UST, Fenics FX, Fenics GO, and Portfolio Match, across Rates, FX, Equities, and Credit, respectively.
−Removed: We have also invested in, and deployed, trading technology solutions across our entire business, including our Voice/Hybrid brokerage desks, with an aim to increase our average broker productivity and to accelerate trends of electronic conversion.
−Removed: Underpinning our efforts to automate and electronify our overall brokerage businesses are macro trends across the capital markets, where the adoption of electronic trading has accelerated in recent years.
−Removed: In the first quarter of 2021, we began to categorize our Fenics business as Fenics Markets and Fenics Growth Platforms:
−Removed: • Fenics Markets includes the fully electronic portion of BGC’s brokerage businesses, data, software and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues.
+Added: While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage to our higher margin, technology-driven Fenics business, which has grown to represent 25% of total BGC revenues during the fourth quarter and year end 2022.
+Added: Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including Fenics UST, Fenics FX, Fenics GO, and PortfolioMatch, across Rates, FX, Equities, and Credit, respectively.
+Added: We have also invested in, and deployed, trading technology solutions across our entire business, including our Voice and Hybrid brokerage desks, with an aim to increase our average broker productivity and to accelerate trends of electronic conversion.
+Added: Underpinning our efforts to automate and electronify our overall brokerage business are macro trends across the capital markets, where the adoption of electronic trading has accelerated in recent years.
+Added: Beginning in 2021, we began to categorize our Fenics business as Fenics Markets and Fenics Growth Platforms as follows:
+Added: • Fenics Markets includes the Fully Electronic portion of BGC’s brokerage business, data, software and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues.
Fenics Integrated, introduced during the second quarter of 2020, seamlessly integrates hybrid liquidity with customer electronic orders either by GUI and/or API.
Desks are categorized as “Fenics Integrated” if they utilize sufficient levels of technology such that significant amounts of their transactions can be or are executed without broker intervention and have expected pre-tax margins of at least 25%.
−Removed: • Fenics Growth Platforms includes Fenics UST, Fenics GO, Lucera, Fenics FX and other newer standalone platforms.
+Added: • Fenics Growth Platforms includes Fenics UST, Fenics GO, Lucera, Fenics FX, PortfolioMatch and other newer standalone platforms.
Revenues generated from data, software and post-trade attributable to Fenics Growth Platforms are included within their related businesses.
We have leveraged our Hybrid platform to provide real-time product and price discovery information through applications such as BGC Trader.
−Removed: We also provide straight-through processing to our customers for an increasing number of products.
+Added: We also provide straight-through processing to our customers for an increasing number of
Our end-to-end solution includes real-time and auction-based transaction processing, credit and risk management tools and back-end processing and billing systems.
Customers can access our trading application through our privately managed global high speed data network, over the Internet, or through third-party communication networks.
−Removed: On November 3, 2021, the Company announced FMX, which combines Fenics UST’s leading U.S.
+Added: On November 3, 2021, the Company announced FMX, which will include Fenics' U.S.
Treasury business with a state-of-the-art U.S.
−Removed: Rates futures platform in development.
−Removed: Following the announcement and consultation with BGC’s global clients and strategic partners, FMX will expand the scope of its futures product offering to cover the entire U.S.
−Removed: Rates Futures complex.
+Added: Rates futures platform.
+Added: FMX is expected to complete all regulatory filings and submissions by the end of the first quarter.
+Added: We remain on track for a soft launch of our futures platform, and we expect to announce our FMX strategic investors prior to the launch.
For more information about FMX, see “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
−Removed: During the quarter, the Company continued to expand its cryptocurrency offerings within Lucera and kACE.
−Removed: Furthermore, we will be launching additional cryptocurrency and digital asset trading offerings throughout 2022, which will be underpinned by Fenics’ state-of-the-art technology.
−Removed: BGC’s futures exchange, acquired during the third quarter, was among the first exchanges to be permitted to list cryptocurrency derivative contracts.
−Removed: For more information about our cryptocurrency initiatives as well as the Futures Exchange Group acquisition, see “Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
The following table identifies some of the key products that we broker:
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These businesses have highly recurring and compounding revenue bases, which are reported within our overall Fenics business.
−Removed: We have invested in the growth of our Data, Software and Post-trade businesses, which continues to scale and represent record levels of overall revenue contribution to our overall business.
+Added: We have invested in the growth of our Data, Software and Post-trade businesses, which continue to scale and represent record levels of overall revenue contribution to our overall business.
Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data.
Our market data product suite includes fixed income, interest rate derivatives, credit derivatives, foreign exchange, foreign exchange options, money markets, energy, metals, and equity derivatives and structured market data products and services.
−Removed: sourced from the voice, hybrid and electronic broking operations, as well as the market data operations, including BGC, GFI, RP Martin and Fenics, among others.
−Removed: The data are made available to financial professionals, research analysts and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information vendors such as Bloomberg, Refinitiv, ICE Data Services, QUICK Corp., and other select specialist vendors.
−Removed: In the fourth quarter of 2020, we began delivering our innovative new data product created for compliance and surveillance departments.
+Added: The data is sourced from the Voice, Hybrid and Fully Electronic brokerage operations, across BGC, GFI, RP Martin and Fenics, among others.
+Added: The data is made available to financial professionals, research analysts, compliance and surveillance departments, and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information vendors such as Bloomberg, Refinitiv, ICE Data Services, QUICK Corp., and other select specialist vendors.
Through our Software Solutions business, we provide customized screen-based market solutions to both related and unrelated parties.
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We can add advanced functionality to enable our customers to distribute branded products to their customers through online offerings and auctions, including private and reverse auctions, via our trading platform and global network.
−Removed: Through kACE 2 , our analytics brand, we offer a derivative price discovery, pricing analysis, risk management and trading software used by over 200 institutions across over 20 countries.
−Removed: Our clients include mid-tier banks, financial institutions and corporate clients.
−Removed: In 2019 we launched our Gateway module that links our client base with their counterparties, trading venues and regulators, enabling clients to automate order flow, straight through processing, data distribution and regulatory reporting.
As part of our Software Solutions business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to power demanding financial applications across several offerings:
LumeFX® (distributed FX platform with managed infrastructure and software stack), LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in key financial data centers).
−Removed: In 2020, we acquired Algomi (a buy-side focused platform that allows bond market participants to improve their workflow and liquidity by data aggregation, pre-trade information analysis, and execution facilitation) that was folded into Lucera and rebranded as LumeAlfa.
+Added: Through kACE 2 , our analytics brand, we offer a derivative price discovery, pricing analysis, risk management and trading software used by over 280 client sites in 35 countries.
+Added: Our clients include mid-tier banks, financial institutions and corporate clients.
+Added: Our Gateway module links our client base with their counterparties, trading venues and regulators, enabling clients to automate order flow, straight through processing, data distribution and regulatory reporting.
Our Post-Trade Services include post-trade risk mitigation services provided using our Capitalab® brand.
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Through the Swaptioniser® service for portfolio compression of Interest Rate Swaptions, Interest Rate Swaps, Caps and Floors, and through the Capitalab FX, with CLS service offering portfolio compression of FX Forwards, FX Swaps and FX Options, as well as Initial Margin Optimization services complete with fully automated trade processing and connection with LCH SwapAgent, Capitalab looks to simplify the complexities of managing large quantities of derivatives to promote sustainable growth and lower systemic risk and to improve resiliency in the industry.
−Removed: Aqua Business
−Removed: Cantor owns 51% and we own 49% of Aqua, a business that provides access to new block trading liquidity in the equities markets.
−Removed: The SEC has granted approval for Aqua to operate an Alternative Trading System in compliance with Regulation ATS.
Shipping Brokerage
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Energy Brokerage
−Removed: In March 2019, we acquired Ginga Petroleum, which complements our existing energy brokerage businesses within BGC, GFI, and Poten & Partners.
+Added: In March 2019, we acquired Ginga Petroleum, which complemented our existing energy brokerage businesses within BGC, GFI, and Poten & Partners.
Ginga Petroleum provides a comprehensive range of broking services for physical and derivative energy products including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.
−Removed: Disposition of Insurance Brokerage (Corant)
−Removed: On November 1, 2021, the Company successfully completed the Insurance Business Disposition and, after closing adjustments, received $534.9 million in gross cash proceeds, subject to limited post-closing adjustments.
−Removed: The investment in the Insurance brokerage business generated an internal rate of return of 21.2% for our shareholders.
Industry Recognition
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• Capitalab was named Compression Service of the Year at the GlobalCapital Americas Derivatives Awards 2021
−Removed: • Fenics Market Data was named Best Market Data Newcomer (Vendor or Product) at Inside Market Data & Inside Reference Data Awards 2021
−Removed: • Fenics Market Data named Best Market Data Provider at FX Markets e-FX Awards 2021
−Removed: • Fenics GO was named OTC Trading Platform of the Year by Risk.net and Risk magazine at the Risk Awards 2021
+Added: • Fenics Market Data named Data and Analytics Vendor of the Year — Europe & Asia at the Global Derivatives Awards 2022 by GlobalCapital
+Added: • Fenics Market Data named Best Market Data Provider at WatersTechnology Inside Market Data & Inside Reference Data Awards 2022
+Added: • Fenics Market Data named Data Provider of the Year at The Asia Capital Markets Awards 2022 by FOW Global Investor Group
+Added: • Fenics GO was named OTC Trading Platform of the Year at the Asia Risk Awards 2022 by Risk.net
• Capitalab was named OTC Infrastructure Service of the Year by Risk.net and Risk magazine at the Risk Awards 2021
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Customers using our products and services also include professional trading firms, futures commission merchants, and other professional market participants and financial institutions.
−Removed: Our market data products and services are available through many platforms and are available to a wide variety of capital market participants, including banks, investment banks, brokerage firms, asset managers, hedge funds, investment analysts and financial advisors.
+Added: Our market data products and services are available through many platforms and are available to a wide variety of capital market participants, including banks, investment banks, brokerage firms, asset managers, hedge funds, investment analysts, compliance and surveillance professionals and financial advisors.
We also license our intellectual property portfolio and offerings in Software Solutions to various financial markets participants.
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We also employ product teams and business development professionals.
−Removed: We leverage our customer relationships through a variety of direct marketing and sales initiatives and build and enhance our brand image through marketing and communications campaigns targeted at a diverse audience, including traders, potential partners and the investor and media communities.
+Added: We leverage our customer relationships through a variety of direct marketing and sales initiatives and build and enhance our brand image through marketing and communications campaigns targeted at a diverse audience, including traders, potential partners
+Added: and the investor and media communities.
We may also market to our existing and prospective customers through a variety of co-marketing/co-branding initiatives with our partners.
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The product managers seek to ensure that our brokers, across all regions, have access to technical expertise, support and multiple execution methods in order to grow and market their business.
−Removed: This approach of combining marketing with our product and service strategy has enabled us to turn innovative ideas into both deliverable fully electronic and hybrid solutions, such as CreditMatch, our multi-asset hybrid offering to our customers for voice and electronic execution.
+Added: This approach of combining marketing with our product and service strategy has enabled us to turn innovative ideas into both deliverable Fully Electronic and Hybrid solutions.
Our team of business development professionals is responsible for growing our global footprint through raising awareness of our products and services.
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We utilize a sophisticated proprietary electronic trading platform to provide execution and market data services to our customers.
−Removed: The services are available through our proprietary API, FIX and a
−Removed: multi-asset proprietary trading platform, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™ GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FenicsFX™, FenicsUST™, FenicsDirect™, Fenics GO™, and MidFX.
+Added: The services are available through our proprietary API, FIX and a multi-asset proprietary trading platform, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™ GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FenicsFX™, FenicsUST™, FenicsDirect™, Fenics GO™, MidFX, GBX™, and Fenics Invitations™.
This platform presently supports a wide and constantly expanding range of products and services, which includes FX options, corporate bonds, credit derivatives, OTC interest rate derivatives in multiple currencies, US REPO, TIPS, MBS, government bonds, spot FX, NDFs, and other products.
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Software Development
−Removed: We devote substantial efforts to the development and improvement of our hybrid and electronic marketplaces and licensed software products and services.
+Added: We devote substantial efforts to the development and improvement of our Hybrid and Fully Electronic marketplaces and licensed software products and services.
We work with our customers to identify their specific requirements and make modifications to our software, network distribution systems and technologies that are responsive to those needs.
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Our Intellectual Property
−Removed: We regard our technology and intellectual property rights, including our brands, as a critical part of our businesses.
+Added: We regard our technology and intellectual property rights, including our brands, as a critical part of our business.
We hold various trademarks, trade dress and trade names and rely on a combination of patent, copyright, trademark, service mark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectual property rights.
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Our patent portfolio continues to grow, and we continue to look for opportunities to license and/or otherwise monetize the patents in our portfolio.
−Removed: For a description of our exposure to credit risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Credit Risk.”
−Removed: Principal Transaction Risk
−Removed: For a description of our exposure to principal transaction risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Principal Transaction Risk.”
−Removed: For a description of our exposure to market risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Market Risk.”
−Removed: Operational Risk
−Removed: For a description of our exposure to operational risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Operational Risk.”
−Removed: Foreign Currency Risk
−Removed: For a description of our exposure to foreign currency risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”
−Removed: Interest Rate Risk
−Removed: For a description of our exposure to interest rate risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk.”
−Removed: Disaster Recovery
−Removed: For a description of our disaster recovery processes, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Disaster Recovery.”
−Removed: We encounter competition in all aspects of our businesses.
−Removed: We compete primarily with other inter-dealer or wholesale financial brokers for brokers, salespeople, and suitable acquisition candidates.
+Added: We encounter competition in all aspects of our business.
+Added: We compete primarily with other inter-dealer or wholesale financial brokers for market share, brokers, salespeople, and suitable acquisition candidates.
Our existing and potential competitors are numerous and include other wholesale financial brokerage and inter-dealer brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks, crossing systems, software companies, financial trading consortia, shipping brokers, business-to-business marketplace infrastructure companies, as well as niche market energy and other Internet-based commodity trading systems.
Inter-Dealer or Wholesale Financial Brokers
−Removed: We primarily compete with three publicly traded, diversified inter-dealer and/or wholesale financial brokers.
−Removed: These are TP ICAP, Tradition, and Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb Markets, Inc.
−Removed: (“Tradeweb”).
−Removed: Other competitors include a number of smaller, private firms that tend to specialize in specific product areas or geographies, such as Marex Spectron Group Limited in energy and commodities, XP Inc.
−Removed: in fixed income and foreign exchange, and Gottex Brokers Holding SA, which is an affiliate of Tradition, in OTC interest rate derivatives.
+Added: We primarily compete with four publicly traded, diversified inter-dealer and/or wholesale financial brokers.
+Added: These are TP ICAP, Tradition, Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb Markets, Inc.
+Added: (“Tradeweb”), and XP Inc.'s fixed income and FX inter-dealer broking business.
+Added: Other competitors include a number of smaller, private firms that tend to specialize in specific product areas or geographies, such as Marex Spectron Group Limited in energy and commodities, and Gottex Brokers Holding SA, which is an affiliate of Tradition, in OTC interest rate derivatives.
Demand for wholesale brokerage services is directly affected by the overall level of economic activity, international and domestic economic and political conditions, including central bank policies, broad trends in business and finance, including employment levels, the level and volatility of interest rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions.
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During the COVID-19 pandemic, traditional business development efforts were adversely impacted for both us and our competitors.
−Removed: Competition for new and existing client business remains high, as does developing new ways to execute successful business development efforts in the current environment.
+Added: Competition for new and existing client business remains high, as does the importance of developing new ways to execute successful business development efforts in the current environment.
Market Data, Financial Software and Post-Trade Solution Vendors
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Our software solutions business helps aggregate liquidity and connect counterparties across these marketplaces.
−Removed: We compete with other market infrastructure and connectivity providers, such as ION Group, in this space.
+Added: We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Broadway Technology in this space.
Our post-trade services that offer derivative compression, matching and optimization services operate in an industry which has benefitted from increased regulatory requirements.
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Exchanges and Other Trading Platforms
−Removed: Although our businesses will often use exchanges to execute transactions brokered in both listed and OTC markets, we believe that exchanges have sought and will seek to migrate products traditionally traded in OTC markets by inter-dealer and/or wholesale financial brokers to exchanges.
+Added: Although our business will often use exchanges to execute transactions brokered in both listed and OTC markets, we believe that exchanges have sought and will seek to migrate products traditionally traded in OTC markets by inter-dealer and/or wholesale financial brokers to exchanges.
However, we believe that when a product goes from OTC to exchange-traded, the underlying or related OTC market often continues to experience growth in line with the growth of the exchange-traded contract.
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We also compete with CME via its acquisition of NEX and our expected launch of U.S.
−Removed: Rates Futures in the fourth quarter of 2022.
+Added: Rates Futures in the second quarter of 2023.
We believe that it is likely ICE, CME, or other exchange operators may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.
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For example, CME’s wholesale businesses for fully electronic trading of U.S.
−Removed: Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by CME’s NEX platform.
+Added: Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by ICAP plc, the predecessor company to CME’s NEX platform.
An example of a current and similar consortium is Tradeweb.
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In addition, certain investment management firms that traditionally deal with banks and broker-dealers have expressed a desire to have direct access to certain parts of the wholesale financial markets via firms such as ours.
−Removed: We believe that over time, interdealer-brokers will therefore gain a small percentage of the sales and trading market currently dominated by banks and broker-dealers.
+Added: We believe that over time, interdealer-brokers will therefore gain a growing percentage of the sales and trading market currently dominated by banks and broker-dealers.
Since their collective revenues are many times those of the global inter-dealer market, we believe that gaining even a small share of banks and broker-dealers’ revenues could lead to a meaningful increase in our revenues.
−Removed: Additionally, wholesale financial brokers have aimed to grow their agency brokerage businesses, which typically serve a broader client set, including banks, broker-dealers, and institutional clients.
−Removed: Recent actions taken by wholesale financial brokers to expand their agency businesses include our acquisition of Algomi in March 2020 and TP ICAP’s acquisition of Liquidnet in March 2021.
+Added: Additionally, wholesale financial brokers have aimed to grow their agency brokerage businesses, which typically serve a broader client set, including banks, broker-dealers, and institutional clients, such as TP ICAP’s acquisition of Liquidnet in March 2021.
Overall, we believe that we may also face future competition from market data and technology companies and some securities brokerage firms, some of which are currently our customers, as well as from any future strategic alliances, joint ventures or other partnerships created by one or more of our potential or existing competitors.
Traditionally, the financial markets around the world generally experience lower volume during the late summer and at the end of the year due to a slowdown in the business environment around holiday seasons.
−Removed: Therefore, our revenues tend to be strongest in the first quarter and lowest in the fourth quarter.
−Removed: For the year 2021, we earned approximately 28.2% of our revenues in the first quarter, while in 2020 we earned 29.3% of such revenues in the first quarter.
+Added: Therefore, our revenues tend to be strongest in the first quarter and lowest in the second half of the year.
+Added: For both of the years ended December 31, 2022 and 2021, we earned approximately 28.2% of our revenues in the first quarter.
Partnership Overview
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For further details, see “Our Organizational Structure.” NPSUs are partnership units that are not entitled to participate in partnership distributions, not allocated any items of profit or loss and may not be exchangeable into shares of our common stock.
−Removed: On terms and conditions determined by the General Partner of the Partnership in its sole discretion, NPSUs are expected to be replaced by a grant of limited partnership units, which may be set forth in a written schedule and subject to additional terms and conditions, provided that, in all circumstances such grant of limited partnership units shall be contingent upon our, including our affiliates, earning, in aggregate, at least $5 million in gross revenues in the calendar quarter in which the applicable award of limited partnership units is to be granted.
+Added: On terms and conditions determined by us as the general partner of BGC Holdings in our sole discretion, NPSUs are expected to be replaced by a grant of limited partnership units, which may be set forth in a written schedule and subject to additional terms and conditions, provided that, in all circumstances such grant of limited partnership units shall be contingent upon our, including our affiliates, earning, in aggregate, at least $5 million in gross revenues in the calendar quarter in which the applicable award of limited partnership units is to be granted.
In addition, we have N Units which are non-distributing partnership units that may not be allocated any item of profit or loss and may not be made exchangeable into shares of our Class A common stock.
−Removed: Subject to the approval of the Compensation Committee or its designee, the N Units are expected to be converted into the underlying unit type (i.e., an NREU will be converted into an REU) and then participate in Partnership distributions, subject to terms and conditions determined by the General Partner of the Partnership in its sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.
+Added: Subject to the approval of the Compensation Committee or its designee, the N Units are expected to be converted into the underlying unit type (i.e., an NREU will be converted into an REU) and then participate in distributions from BGC Holdings, subject to terms and conditions determined by us as the general partner of BGC Holdings in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.
We believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and employees and alignment of interest with shareholders.
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While BGC Holdings limited partnership interests generally entitle our partners to participate in distributions of income from the operations of our business, upon leaving BGC Holdings (or upon any other redemption or purchase of such limited partnership interests as described below), any such partners are only entitled to receive over time, and provided he or she does not violate certain partner obligations, an amount for his or her BGC Holdings limited partnership interests that reflects such partner’s capital account or compensatory grant awards, excluding any goodwill or going concern value of our business unless Cantor, in the case of the founding partners, and we, as the general partner of BGC Holdings, otherwise determine.
−Removed: We may effect redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of our Class A common stock, or may grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of founding partners, Cantor so determines and, in the case of working partners and limited partnership unit holders, the BGC Holdings general partner, with Cantor’s consent, determines otherwise) and thereby realize any higher value associated with our Class A common stock.
+Added: We may effect redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of our Class A common stock, or may grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of founding partners, Cantor so determines and, in the case of working partners and limited partnership unit holders, we, as the BGC Holdings general partner, with Cantor’s consent, determine otherwise) and thereby realize any higher value associated with our Class A common stock.
Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited partnership agreement.
We believe that having invested in us, partners feel a sense of responsibility for the health and performance of our business and have a strong incentive to maximize our revenues and profitability.
+Added: Impact of Corporate Conversion
+Added: In connection with the Corporate Conversion Transactions, each exchangeable limited partnership unit of BGC Holdings held by Cantor or one of its subsidiaries and outstanding at the effective time of the Mergers will be converted into one share of Class B common stock of BGC Group, Inc., subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the shares of BGC Group, Inc.
+Added: Class B common stock issued to Cantor will exchange
+Added: into BGC Group, Inc.
+Added: Class A common stock in the event that BGC Group, Inc.
+Added: does not issue at least $75,000,000 in BGC Group, Inc.
+Added: common stock in connection with certain acquisition transactions prior to the seventh anniversary of the closing of the Mergers;
+Added: each exchangeable limited partnership unit of BGC Holdings not held by Cantor or any of Cantor’s subsidiaries and outstanding at the effective time of the Mergers will be converted into one share of Class A common stock of BGC Group, Inc.;
+Added: and each non-exchangeable limited partnership unit of BGC Holdings will, subject to certain limited exceptions, be converted into awards denominated in cash, restricted stock and/or RSUs of BGC Group, Inc., each as further set forth in the Corporate Conversion Agreement.
+Added: See “—Our History—Corporate Conversion.”
Relationship Between BGC Partners and Cantor
−Removed: See “Risk Factors — Risks Related to our Relationship with Cantor and its Affiliates.”
+Added: See "—Our Organizational Structure" and “Risk Factors — Risks Related to our Relationship with Cantor and its Affiliates.”
For information about our credit agreements and senior notes, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
−Removed: Newmark Spin-Off
−Removed: On November 30, 2018, we completed the Spin-Off of the shares of Newmark Class A and Class B common stock held by us to our stockholders as of the close of business on the Record Date through a special pro-rata stock dividend pursuant to which shares of Newmark Class A common stock held by BGC were distributed to holders of BGC Class A common stock and shares of Newmark Class B common stock held by BGC were distributed to holders of BGC Class B common stock (which holders of BGC Class B common stock were Cantor and CFGM).
−Removed: Following the Spin-Off, BGC no longer holds any interest in Newmark.
The financial services industry in the United States is subject to extensive regulation under both federal and state laws.
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In our futures-related activities, our subsidiaries are also subject to the rules of the CFTC, futures exchanges of which they are members and the NFA, a futures self-regulatory organization.
−Removed: See the section entitled “2019 Settlement” below for a description of the September 2019 settlement between two of our subsidiaries and the CFTC and NYAG.
−Removed: The changing regulatory environment, new laws that may be passed by Congress, and rules that may be promulgated by the SEC, the Treasury, the Federal Reserve Bank of New York, the CFTC, the NFA, FINRA and other self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules, if adopted, may directly affect our operations and profitability and those of our competitors and customers and of the securities markets in which we participate in a way that could adversely affect our businesses.
+Added: The changing regulatory environment, new laws that may be passed by Congress, and rules that may be promulgated by the SEC, the Treasury, the Federal Reserve Bank of New York, the CFTC, the NFA, FINRA and other self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules, if adopted, may directly affect our operations and profitability and those of our competitors and customers and of the securities markets in which we participate in a way that could adversely affect our business.
The SEC, self-regulatory organizations and state securities administrators conduct informal and formal investigations of possible improprieties or illegal action by broker-dealers and their “associated persons,” which could be followed by the institution of administrative, civil and/or criminal proceedings against broker-dealers and/or “associated persons.” Among the
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The principal purpose of regulating and disciplining broker-dealers is to protect customers and the securities markets, rather than to protect broker-dealers or their creditors or equity holders.
−Removed: From time to time, our “associated persons” have been and are subject to routine investigations, none of which to date have had a material adverse effect on our businesses, financial condition, results of operations or prospects.
−Removed: In light of recent events in the U.S.
−Removed: and global financial markets, regulators and legislators in the U.S.
+Added: From time to time, our “associated persons” have been and are subject to routine investigations, none of which to date have had a material adverse effect on our business, financial condition, results of operations or prospects.
+Added: Regulators and legislators in the U.S.
and EU continue to craft new laws and regulations for the global OTC derivatives markets.
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The law also requires that standardized OTC derivatives be traded in an open and non-exclusionary manner on a DCM or a SEF.
−Removed: The SEC is still in the process of finalizing rules for the implementation of many of these requirements, however the SEC has not indicated when they may release their rule set surrounding security-based SEFs.
−Removed: The actual implementation of such rules may be phased in over a longer period.
−Removed: As these rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments, and because these execution facilities may be supported by a variety voice and auction-based execution methodologies, we expect our hybrid and fully electronic trade and execution capability to perform strongly in such an environment.
−Removed: Similarly, while the Volcker Rule does not apply directly to us, the Volcker Rule may have a material impact on many of the banking and other institutions with which we do business or compete.
−Removed: There may be continued uncertainty regarding the Volcker Rule, its impact on various affected businesses, how those businesses will respond to it, and the effect that it will have on the markets in which we do business.
BGC Derivative Markets and GFI Swaps Exchange, our subsidiaries, operate as SEFs.
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persons commenced in February 2014 for “made available to trade” products, and a wide range of other rules relating to the execution and clearing of derivative products were finalized with implementation periods in 2016 and beyond.
−Removed: We also own ELX, which became a dormant contract market on July 1, 2017 and in July 2021, we completed the purchase of the Futures Exchange Group from Cantor, which represents our futures exchange and related clearinghouse.
+Added: We also own ELX, which became a dormant contract market on July 1, 2017 and in July 2021, we completed the purchase of the CX Futures Exchange (now FMX Futures Exchange) from Cantor, which represents our futures exchange and related clearinghouse.
As these rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments, and because these execution facilities may be supported by a variety of voice and auction-based execution methodologies, we expect our Hybrid and Fully Electronic trading capability to perform strongly in such an environment.
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The rule went into effect on November 1, 2020 for swaps subject to the trade execution requirement under the Commodity Exchange Act Section 2(h)(8) and July 5, 2021 for swaps not subject to the trade execution requirement, but intended to be cleared.
+Added: On April 6, 2022, the SEC proposed Rules for the Registration and Regulation of Security-Based Swap Execution Facilities.
+Added: The SEC proposed new Regulation SE under the Exchange Act to create a regime for the registration and regulation of SBSEFs.
+Added: The new regulatory framework was one of the major reforms required under Title VII of the Dodd-Frank Act relating to the over-the-counter derivatives market.
+Added: In developing this proposal, the SEC sought to harmonize as closely as practicable with parallel rules of the CFTC that govern SEFs and swap execution generally.
+Added: The proposal was published on SEC.gov and in the Federal Register with a public comment period of 60 days.
+Added: If adopted as proposed, the proposal would implement the Exchange Act’s trade execution requirement for security-based swaps and address the cross-border application of that requirement;
+Added: implement Section 765 of the Dodd-Frank Act to mitigate conflicts of interest at SBSEFs and national securities exchanges that trade security-based swaps;
+Added: and promote consistency between proposed Regulation SE and existing rules under the Exchange Act.
In addition, several state laws that have recently come to into effect, and may come into effect in the future, have created and will create new compliance obligations in related to personal data.
−Removed: While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our businesses, financial condition, results of operations and prospects.
+Added: While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our business, financial condition, results of operations and prospects.
Recent Settlements
−Removed: In September 2019, two of the Company’s subsidiaries, BGCF and GFI Securities LLC, settled investigations conducted jointly by the CFTC and the NYAG.
−Removed: The CFTC and NYAG alleged that, in 2014 and 2015, certain emerging markets foreign exchange options (EFX options) brokers in the U.S.
−Removed: misrepresented that certain prices posted to their electronic platform were immediately executable when in fact they were not and that such brokers had communicated that transactions had been matched when they had not.
−Removed: On October 9, 2019, the Company paid an aggregate of $25.0 million in connection with the settlements and agreed to a monitor for two years to assess regulatory compliance, which monitorship concluded in October 2021.
−Removed: The NYAG settlements include a non-prosecution agreement, and there was no criminal penalty from either agency.
−Removed: In September 2020, the SEC announced a settlement with BGC regarding alleged negligent disclosure violations related to one of BGC's non-GAAP financial measures for periods beginning with the first quarter of 2015 through the first quarter of 2016.
−Removed: All of the relevant disclosures related to those periods and pre-dated the SEC staff’s May 2016 detailed
−Removed: compliance and disclosure guidance with respect to non-GAAP presentations.
−Removed: BGC revised its non-GAAP presentation beginning with the second quarter of 2016 as a result of the SEC’s guidance, and the SEC has made no allegations with regard to any periods following the first quarter of 2016.
−Removed: In connection with the SEC settlement, BGC was ordered to cease and desist from any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act, Section 13(a) of the Exchange Act and Rule 13a-11 thereunder, and Rule 100(b) of Regulation G, and agreed to pay a civil penalty of $1.4 million without admitting or denying the SEC’s allegations.
−Removed: and European Regulation
+Added: On September 29, 2022, one of the Company’s subsidiaries, CX Futures Exchange, L.P.
+Added: a/k/a FMX Futures Exchange, L.P.
+Added: (CX) a designated contract market, reached a settlement with the CFTC.
+Added: The CFTC alleged that from September 2017 to August 2021, CX failed to comply with certain system safeguards regulations.
+Added: The CFTC also alleged that from November 2017 to June 2020, CX failed to report certain data for approximately 200,000 options transactions to the CFTC, and that from November 2017 to August 2022, CX failed to report certain data for the same transactions to a swap data repository.
+Added: The CFTC further alleged that in connection with a 2017 request for a no-action letter regarding its swap data repository reporting obligations, CX represented to CFTC staff that its trading data was being reported to the CFTC when it had not been reported.
+Added: In connection with the settlement, CX paid a $6.5 million civil monetary penalty, and agreed to comply with certain conditions and undertakings, including that CX back-report all required swap reporting data.
+Added: A criminal penalty was not imposed.
The FCA is the relevant statutory regulator for the United Kingdom financial services industry.
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The FCA’s recent focus has been on financial and operational resilience, and promoting market integrity.
−Removed: Currently, we have subsidiaries and branches regulated by the FCA (some include BGC Brokers L.P., the U.K.
−Removed: branch of Aurel BGC, GFI Securities Ltd., and GFI Brokers Limited.).
+Added: Currently, we have subsidiaries regulated by the FCA (some include BGC Brokers L.P., GFI Securities Limited, and GFI Brokers Limited).
From time to time, we have been and are subject to periodic examinations, inspections and investigations, including periodic risk assessment and related reviews of our U.K.
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SMCR has increased the cost of compliance and will potentially increase financial penalties for non-compliance.
−Removed: Recent European Regulatory Developments
−Removed: The EMIR on OTC derivatives, central counterparties and trade repositories was adopted in July 2012.
+Added: Recent Settlements
+Added: On December 8, 2022, certain of the Company’s U.K.
+Added: subsidiaries, BGC Brokers LP, GFI Brokers Limited and GFI Securities Limited, were fined a total US$5.8 million, or GBP 4.8 million, in relation to what the FCA characterized as a “legacy matter for the Firms”, for failings in relation to aspects of their trade surveillance systems during the period July 2016 to January 2018.
+Added: The firms engaged in a remediation process during the course of late 2017 and much of 2018, during which the surveillance systems and controls were significantly enhanced.
+Added: The fines are therefore in respect of matters that have been fully remediated for some years now.
+Added: European Regulation
+Added: The EMIR Directive on OTC derivatives, central counterparties and trade repositories was adopted in July 2012.
EMIR fulfills several of the EU’s G20 commitments to reform OTC derivatives markets.
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In addition, it has impacted a number of key areas, including corporate governance, transaction reporting, pre- and post-trade transparency, technology synchronization, best execution and investor protection.
−Removed: MiFID II is intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards.
−Removed: By design, therefore, it is intended that EU member states should have very similar regulatory regimes in relation to the matters addressed to MiFID.
−Removed: MiFID II has also introduced a new regulated execution venue category known as an OTF that captures much of the Voice-and Hybrid-oriented trading in EU.
+Added: MiFID II was intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards.
+Added: By design, therefore, it was intended that EU member states should have very similar regulatory regimes in relation to the matters addressed to MiFID.
+Added: MiFID II has also introduced a new regulated execution venue category called an OTF that captures much of the voice-and hybrid-oriented trading in the EU.
Much of our existing EU derivatives and fixed income execution business now take place on OTFs.
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See “— Brexit” below.
−Removed: In addition, the GDPR came into effect in the EU on May 25, 2018 and creates new compliance obligations in relation to personal data.
−Removed: The GDPR may affect our practices, and will increase financial penalties for non-compliance significantly.
−Removed: In 2019, a new European Commission took office which may over the course of its five-year mandate or introduce new legislative proposals for the Financial Services Sector and change the Brexit landscape for EU and UK financial firms alike.
−Removed: We are unable to predict how any of these new laws and proposed rules and regulations in the U.S.
−Removed: will be implemented or in what form, or whether any additional or similar changes to statutes or rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing rules and regulations, will occur in the future.
−Removed: Any such action could affect us in substantial and unpredictable ways, including important changes in market infrastructure, increased reporting costs and a potential rearrangement in the sources of available revenue in a more transparent market.
−Removed: Certain enhanced regulations could subject us to the risk of fines, sanctions, enhanced oversight, increased financial and capital requirements and additional restrictions or limitations on our ability to conduct or grow our businesses, and could otherwise have an adverse effect on our businesses, financial condition, results of operations and prospects.
−Removed: We believe that uncertainty and potential delays around the final form of such new rules and regulations may negatively impact our customers and trading volumes in certain markets in which we transact, although a relaxation of existing rules and requirements could potentially have a positive impact in certain markets.
−Removed: Increased capital requirements may also diminish transaction velocity.
−Removed: We believe that it remains premature to know conclusively the specific aspects of the U.S.
−Removed: and EU proposals that may directly affect our businesses, as some proposals have not yet been finalized and others which have been proposed remain subject to supervisory debate.
−Removed: While we generally believe the net impact of the rules and regulations may be positive for our businesses, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.
+Added: Rights in relation to an individual's personal data in the EU and U.K.
+Added: are governed respectively by the General Data Protection Regulation ("GDPR") in the EU and the equivalent Data Protection Act 2018 in the U.K.
+Added: Since May 25, 2018, when these two pieces of legislation came into effect, we have been subject to new compliance obligations in relation to such personal data and the possibility of significant financial penalties for non-compliance.
+Added: Apart from some minor non-material changes, at this time there has not been any legislation from the EU Commission or the U.K.
+Added: Government that have materially changed how the U.K.
+Added: and EU approach financial regulation since MiFID II and the implementation of Brexit.
+Added: Although divergence of U.K.
+Added: regulation from EU regulation may occur, there has been no firm legislative change signaled or published by the FCA or the U.K.
+Added: While we generally believe the net impact of the rules and regulations are positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.
On January 1, 2021, the U.K.
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Financial services fall outside of the scope of this trade agreement.
−Removed: Instead, the relationship will largely be determined by a series of “equivalence decisions,” each of which would grant mutual market access for a limited subset of financial services where either party finds the other party has a regulatory regime that achieves similar outcomes to its own.
−Removed: It is currently unknown if or when equivalence decisions will be taken.
+Added: At the time the relationship was expected to be determined by a series of “equivalence decisions,” each of which would grant mutual market access for a limited subset of financial services where either party finds the other party has a regulatory regime that achieves similar outcomes to its own.
In March 2021, the U.K.
and EU agreed a Memorandum of Understanding on Financial Services Regulatory Cooperation which creates a structure for dialogue but does not include commitments on equivalence.
−Removed: In light of ongoing uncertainties, market participants are still adjusting.
−Removed: The exact impact of Brexit on the U.K.-EU flow of financial services therefore remains unknown.
−Removed: This same uncertainty applies to the consequences for the economies of the U.K.
−Removed: and the EU member states as a result of the U.K.’s withdrawal from the EU.
+Added: In light of ongoing uncertainties, market participants are still adjusting the way in which they conduct business between the U.K.
+Added: The impact of Brexit on the U.K.-EU flow of financial services and economies of the U.K.
+Added: and the EU member states continues to evolve.
We implemented plans to ensure continuity of service in Europe and continue to have regulated offices in place in many of the major European markets.
−Removed: As part of our Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt & GFI Paris, Madrid and Dublin branches was transferred to Aurel BGC SAS (a French-based operation and therefore based in the EU) in July 2020.
+Added: As part of our ongoing Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt & GFI Paris, Madrid and Dublin branches was transferred to Aurel BGC SAS (a French-based operation and therefore based in the EU) in July 2020.
We have been generally increasing our footprint in the EU which includes the establishment of a new branch office of Aurel BGC SAS in Milan and a new office in Monaco under a new local Monaco subsidiary.
−Removed: Regardless of these and other mitigating measures, our European headquarters and largest operations are in London, and market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, counterparties, businesses, prospects, financial condition and results of operations.
+Added: Regardless of these and other mitigating measures, our European headquarters and largest operations are in London, and market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, counterparties, business, prospects, financial condition and results of operations.
Furthermore, in the future the U.K.
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Bahrain The Central Bank of Bahrain
−Removed: Bermuda Bermuda Monetary Authority
Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguors Privados
Canada Ontario Securities Commission, Autorite des Marches Financiers (Quebec), Investment Industry Regulatory Organization of Canada (IIROC)
−Removed: Cayman Cayman Islands Monetary Authority
Chile Superintendencia de Valores y Seguros
−Removed: China China Banking Regulatory Commission, State Administration of Foreign Exchange and China Insurance Regulatory Commission
+Added: China China Banking Regulatory Commission, State Administration of Foreign Exchange
Columbia Superintendencia Financiera de Columbia
−Removed: Cyprus Superintendent of Insurance
Denmark Finanstilsynet
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Mexico Banking and Securities National Commission, Comision Nacional Bancaria y de Valores (CNBV)
+Added: Monaco Commission for the Control of Financial Affairs (CCAF)
Peru Ministerio de Economica y Finanzas
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Switzerland Financial Markets Supervisory Authority (FINMA), Swiss Federal Banking Commission
−Removed: Turkey Capital Markets Board of Turkey, The Financial Crimes Investigation Board of Turkey, the Undersecretariat of the Turkish Treasury and the Insurance Regulation and Supervision Authority
United Kingdom Financial Conduct Authority
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Four of our subsidiaries, BGCF, GFI Securities LLC, Fenics Execution, LLC and Mint, are registered with the SEC and are subject to the Uniform Net Capital Requirements.
−Removed: As a FCM, Mint is also subject to CFTC minimum capital requirements.
−Removed: In December of 2018, BGCF submitted an application with the CFTC to withdraw its FCM license which was approved.
−Removed: BGCF now conducts its business as an Introducing Broker registered with the NFA.
−Removed: BGCF is also a member of the
−Removed: FICC, which imposes capital requirements on its members.
−Removed: We also hold a 49% limited partnership interest in Aqua, a U.S.
−Removed: registered broker-dealer and ATS.
−Removed: In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.
+Added: As an FCM, Mint is also subject to CFTC minimum capital requirements.
+Added: BGCF, GFI Securities LLC, Fenics Execution, LLC and Amerex Brokers LLC are registered as an Introducing Broker with the NFA.
+Added: BGCF is also a member of the FICC, which imposes capital requirements on its members.
+Added: In addition, our SEFs, BGC Derivative Markets, GFI Swaps Exchange, FMX Futures Exchange, and CX Clearinghouse, L.P.
+Added: are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.
The Company also operates a designated contract market (DCM) and derivatives clearing organization (DCO) through the Futures Exchange Group, which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.
2 unchanged sentences
BGC Brokers L.P., BGC European Holdings, L.P, GFI Brokers Limited, and GFI Securities Limited, which are based in the U.K., are currently subject to capital requirements established by the FCA.
−Removed: The capital requirements of our French entities (and its EU branches) are predominantly set by ACPR and AMF.
+Added: The capital requirements of our French entities (and their EU branches) are predominantly set by ACPR and AMF.
and EU authorities apply stringent provisions with respect to capital applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their activities.
−Removed: EU policymakers have introduced a new capital regime applicable to EU Investment Firms with a phased implementation beginning in June 2021.
+Added: EU policymakers
+Added: have introduced a new capital regime applicable to EU Investment Firms with a phased implementation beginning in June 2021.
has introduced a regime that, while applying different rules and methods, is largely similar in its objectives.
19 unchanged sentences
Human Capital Resources
+Added: BGC is an organization built on strong values, employee engagement and ownership.
+Added: At our core, we are committed to our employees by providing an opportunity to participate in our success.
+Added: We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our business, the experience of our increasingly diverse employee base and the dynamism of our communities.
As of December 31, 2022, we employed approximately 3,818 employees in 26 countries spread across five continents.
Within this total, 99% of our employee base was comprised of full-time employees.
−Removed: Brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses comprise approximately 2,100 employees, representing 54% of the total workforce.
+Added: Brokers, salespeople, managers, technology professionals and other front-office personnel across our business comprise approximately 1,985 employees, representing 52% of the total workforce.
Approximately 28% of our brokers, salespeople, managers, technology professionals and other front-office personnel were based in the Americas, and approximately 50.5% were based in Europe, the Middle East and Africa, with the remaining approximately 21.5% based in the Asia-Pacific region.
1 unchanged sentence
Various of our employees also work for Cantor and its affiliates and provide services to us pursuant to the Administrative Services Agreement and devote only a portion of their time to our business, and therefore have not been included in the counts above.
−Removed: Generally, our employees are not subject to any collective bargaining agreements, except for certain of our employees based in our European offices that are covered by the national, industry-wide collective bargaining agreements relevant to the countries in which they work.
−Removed: We have invested significantly through acquisitions, and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel.
+Added: Generally, our employees are not subject to any collective bargaining agreements, except for certain of our employees based in our Latin American and European offices that are covered by the national, industry-wide collective bargaining agreements relevant to the countries in which they work.
+Added: We have invested significantly in our human capital resources through acquisitions, and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel.
The business climate for these acquisitions and recruitment has been competitive, and it is expected that these conditions will persist for the foreseeable future.
2 unchanged sentences
At our core, we are committed to our employees by providing an opportunity to participate in our success.
−Removed: We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our businesses, the experience of our increasingly diverse employee base and the dynamism of our communities.
+Added: We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our business, the experience of our increasingly diverse employee base and the dynamism of our communities.
Human Capital Measures and Objectives
−Removed: In operating our businesses, we focus on certain human capital measures and objectives that are key drivers of our revenues and margins.
−Removed: We continually work to expand our trading across more asset classes and geographical regions and to grow our Fully Electronic businesses while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions.
+Added: In operating our business, we focus on certain human capital measures and objectives that are key drivers of our revenues and margins.
+Added: We continually work to expand our trading across more asset classes and geographical regions and to grow our Fully Electronic business while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions.
Our key human capital measures and objectives include front-office employee headcount (described above) and average revenue per front-office employee.
−Removed: Our average revenue per front-office employee has historically declined for the 12-month period immediately following significant headcount increases, and the additional brokers and salespeople generally achieve significantly higher productivity levels in their second or third year with the Company.
−Removed: While during 2021 and into the first quarter of 2022 we have experienced higher than normal turnover for our back office and operational employees due to recent wage pressures and the effects of COVID-19, our front office headcount taking into account the sale of our Insurance brokerage business has not been affected by these factors.
−Removed: As of December 31, 2021, our front-office revenue-generating headcount was approximately 2,100 brokers and salespeople, down 8% from 2,297 a year ago as we selectively reduced less productive front office headcount.
−Removed: These reductions were made alongside increased migration toward Fenics technology solutions, which helped drive average productivity.
−Removed: Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2021, increased by 8.1% to approximately $811,000.
+Added: As we continue to deepen the integration of Fenics technology solutions into our workflows, and convert more of our Voice and Hybrid businesses to our Fenics businesses, we expect our average revenue per front-office employee to continue to improve.
+Added: As of December 31, 2022, our front-office revenue-generating headcount was approximately 1,985 brokers and salespeople, managers and technology professionals, down 6.0% from 2,111 a year ago as we selectively reduced less productive front office headcount.
+Added: These reductions were made alongside increased migration toward Fenics technology solutions, which helped drive increased average productivity.
+Added: Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2022, increased by 6.1% to approximately $861,000, an all-time record.
We invest heavily in developing our technology and new products and services in order to drive increased front-office productivity and generate higher margins, in particular with respect to our Fenics brokerage and other higher-margin businesses.
−Removed: For example, in our Fenics businesses, we aim to convert Voice and Hybrid trading to Fully Electronic trading in order to improve our margins.
+Added: For example, in our Fenics business, we aim to convert Voice and Hybrid trading to Fully Electronic trading in order to improve our margins.
This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades resulting in a decrease in the marginal cost of trading.
−Removed: Our Fully Electronic business has generally overcome challenges associated with remote working during the COVID-19 pandemic and productivity has remained high with average front office productivity increasing by 8.1% for the year ended December 31, 2021 compared to the prior year.
+Added: Our Fully Electronic business has generally grown faster than our overall business, including during the COVID-19 pandemic and the adoption of hybrid and remote working environments, with average front office productivity increasing by 6.1% for the year ended December 31, 2022 compared to the prior year.
From time to time, we also engage in cost-savings initiatives and restructurings in order to improve our margins.
Retention Measures
−Removed: In order to retain and hire additional workforce, we have increased our flexible work arrangements, where appropriate, and made compensation adjustments, established additional corporate opportunities and provided additional benefits including a 401(k) match for many of our U.S.
+Added: To facilitate the retention of our employees, we have increased our flexible work arrangements, where appropriate, and made compensation adjustments, and provided additional benefits, including a 401(k) match for many of our U.S.
support employees.
−Removed: We have taken significant measures to develop a safe work environment which is conducive to work in our office locations, particularly for front-office brokers and revenue generating employees, subject to applicable state and local regulatory requirements.
+Added: We have taken significant measures to develop a safe work environment for all employees, which is conducive to work in our office locations, particularly for front-office brokers and revenue generating employees, subject to applicable state and local regulatory requirements.
We have established a more flexible hybrid approach in many instances for non-revenue generating roles or for roles which are not office dependent, where appropriate.
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These LPUs, which may be redeemed at any time for zero, and shares of restricted stock, which are subject to forfeiture if the non-compete, confidentiality or non-solicit provisions of the BGC Holdings limited partnership agreement are violated, are also extremely retentive.
−Removed: In addition, we pay
−Removed: amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations.
+Added: In addition, we pay amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations.
We also enter into various agreements with certain of our employees and partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that these individuals receive on some or all of their LPUs and from proceeds of the sale of the employees' shares of BGC Class A common stock, or may be forgiven over a period of time.
1 unchanged sentence
These advances and loans are repayable in the timeframes outlined in the underlying agreements.
+Added: Impact of Corporate Conversion
+Added: See “—Our History—Corporate Conversion.”
Human Capital and Social Policies and Practices
+Added: We are committed to our people, our stockholders and the community as a whole.
We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training.
1 unchanged sentence
Employee Diversity, Inclusion and Equal Opportunity
+Added: We believe that by cultivating a dynamic mix of people and ideas, we improve the performance of our business and enrich the experience of our employees.
We are committed to equal opportunity, diversity and other policies and practices that seek to further our development of a diverse and inclusive workplace.
4 unchanged sentences
We continue to work to enhance our ability to attract, develop and retain top talent with an emphasis on increasing representation of traditionally underrepresented groups at all levels of the organization, encompassing early careers to experienced hiring, retention and development initiatives with a focus on diversity and inclusion.
−Removed: Our goal is to build an even more successful organization that more closely reflects the population at large.
−Removed: Our Network of Women (“NOW”) program supports the recruitment, development and retention of women across our organization to advance our businesses and reputation.
+Added: Our goal is to build an even more successful organization that more closely reflects our clients bases and the population at large.
+Added: Our Network of Women (“NOW”) program supports the recruitment, development and retention of women across our organization to advance our business and reputation.
NOW offers a variety of opportunities, tools, events and workshops to help our employees make new professional contacts, find mentors, gain knowledge and develop their careers.
1 unchanged sentence
A number of initiatives across our geographic regions are in place to promote our corporate values and foster greater diversity and inclusion.
−Removed: Such examples include early career work experiences and internship programs focusing on diverse talent, mentorship programs, and initiatives to foster women’s leadership.
+Added: Such examples include a range of early career work experiences and internship programs focusing on diverse talent, mentorship programs, and initiatives to foster women’s leadership.
In the U.K., we have signed up to HM Treasury’s Women in Finance Charter, which commits signatory firms to set percentage targets to increase the proportion of women in senior roles and publicly report on their progress in seeking to meet these targets.
+Added: We have also rolled out organizational Core Values (Integrity, Commitment and Opportunity) and appointed Culture Champions in the U.K., as well as further initiatives which seek to embed these values and drive an enhanced culture across our workforce.
Employee Engagement, Communication, Management and Leadership Training and Development
We are investing in our employees’ long-term development and engagement by delivering training and development programs and a culture where our people can thrive and maximize their potential.
−Removed: We require annual regulatory training in anti-money laundering and anti-crime, cyber-security and workplace respect and inclusion, among other topics.
+Added: We require annual regulatory and mandatory training in anti-money laundering and anti-crime, global sanctions, ethics, cyber-security and harassment prevention, among other topics.
We also provide or support periodic job-specific and other developmental training and support for our employees so they can maximize their potential, as well as a tuition reimbursement program to eligible employees.
−Removed: We provide leadership training to managers on topics including management effectiveness, communication skills and delivering effective performance evaluations, unconscious bias and various other topics.
+Added: We provide virtual and in-person leadership training to managers on topics including management effectiveness, communication skills, interview skills and delivering effective performance evaluations, managing diverse teams and other topics.
This training is supplemented by a library of online training courses that managers and employees may access.
−Removed: Our individual business lines offer ongoing learning and development opportunities tied to deepening the subject matter expertise of their professionals.
−Removed: Further, we offer summer and fall intern and early career programs in various parts of our businesses, including technology, and within the businesses regionally.
−Removed: Our success depends on employees understanding of how their work and engagement contribute to our strategy, culture, values, and regulatory environment.
+Added: Finally, our individual business lines offer ongoing learning and development opportunities tied to deepening the understanding of the subject matter expertise of their professionals.
+Added: We also have intern and early career programs throughout the year in various parts of our business.
+Added: Our success depends on employees' understanding how their work and engagement contribute to our strategy, culture, values, and regulatory environment.
We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, employee resource groups, such as NOW, and social and family outings and events.
−Removed: Succession Planning
From time to time, the Board discusses succession planning, including our consideration of succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark, and various other ventures and investments sponsored by Cantor.
−Removed: Our Board also discusses from time to time, as part of its succession planning, engagement and encouragement of future business leaders and the process of introducing directors to leaders in the Company’s business lines.
+Added: Our Board also discusses from time to time, as part of its succession planning, engagement and encouragement of future business leaders and the process of introducing directors to leaders in our business lines.
The Board also considers hiring and retention of leaders required for the changing business landscape and to lead future business lines.
At the business and departmental levels, managers discuss and identify potential talent, opportunities for employee growth, successors and future leaders.
+Added: These future leaders are offered management training opportunities as referenced above and the privilege of participating in our mentoring program, including through NOW.
Environmental, Social and Governance (ESG) / Sustainability Information
We believe that our environmental, social and governance (“ESG”) policies and practices will create sustainable long-term value for BGC, our stockholders and other stakeholders, our clients and our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.
−Removed: We are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.
+Added: In April 2021, we established a Board-level ESG Committee to provide oversight with respect to our ESG policies and practices.
+Added: The ESG Committee charter may be found on our website at https://www.bgcpartners.com/esg/governance under the heading "Independent Environmental, Social and Governance Committee." With the Board's and the ESG Committee's oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.
+Added: For more information about these topics, new and evolving initiatives and specific examples of policies and practices, see our website at https://www.bgcpartners.com/esg.
O ur Environmental Focus, Environmental Markets and Sustainable Business Practices
We are focused on the environment and recognize the importance of treating our natural resources with the greatest respect, so that they are available to future generations.
−Removed: As a socially responsible business operating within financial services, we are actively aware of climate change and other major issues affecting the environment.
−Removed: Our BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets.
+Added: As a responsible business operating within financial services, we are actively aware of climate change and other major issues affecting the environment.
+Added: We believe BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets.
Our Environmental Brokerage Services business provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.
−Removed: For decades, we have helped clients worldwide navigate the complex financial requirements in order to achieve their environmental initiatives, in the process contributing to dramatically reduced emissions and the promotion of renewable energy.
−Removed: For more information on BGC Environmental Brokerage Services, please visit www.bgcebs.com.
−Removed: In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and to require the same of our vendors and suppliers when doing business with us.
+Added: For decades, we have helped clients worldwide navigate the complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients' efforts to meet their emission reduction goals through the provision of brokerage services.
+Added: For more information on BGC Environmental Brokerage Services, please visit https:// www.bgcebs.com.
+Added: In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and require the same of our vendors and suppliers when doing business with us.
As part of this, we are considering how to minimize our future carbon footprint when planning office renovations and will continue to focus our attention in the near term on methods of reducing our greenhouse gas emissions, increasing use of renewable energy, conserving water, and reducing waste generation.
−Removed: BGC supports sustainable business practices and is focused on the steps necessary to establish a sustainability program internally as we focus on our own real estate usage.
−Removed: Building operations have a significant impact on the environment, and as technology continues to place greater demands on building systems for power and cooling, energy consumption is expected to continue to rise at an unsustainable rate.
−Removed: We believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment through continuous improvement of building practices.
−Removed: We understand that sustainable buildings provide a better work environment, increase building efficiency and reduce the environmental impact of our own building operations.
−Removed: We continue to work on these initiatives.
−Removed: To learn more about policies and practices and our continuing efforts related to human capital, as well as environmental, social and governance matters, please refer to the ESG / sustainability section of our website at www.bgcpartners.com/esg for further information.
−Removed: You will also find our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, the charters of the committees of our Board of Directors, our Hedging Policy, information about our charitable initiatives and other sustainability and ESG policies and practices on our website and in our annual proxy statement.
−Removed: The information contained on, or that may be accessed through, our website, is not part of, and not incorporated into, this Annual Report on Form 10-K.
+Added: BGC supports sustainable business practices and is focused on the steps necessary to establish a sustainability program internally as we focus on our own energy usage.
+Added: We believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment through continuous improvement of our energy use practices and increased scrutiny on the energy efficiency of the buildings we utilize for our space.
+Added: We intend to continue to work on these initiatives.
+Added: To learn more about policies and practices and our continuing efforts related to Human Capital Management, as well as ESG matters, please refer to the ESG sustainability section of our website at https://www.bgcpartners.com/esg.
+Added: You will also find our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, the charters of the committees of our Board of Directors, our Hedging Policy, information about our charitable initiatives and other sustainability and ESG policies and practices on our website and in our proxy statement for our annual meeting of stockholders.
+Added: For more information about these initiatives as they evolve, visit our website at https://www.bgcpartners.com/esg/environmental.
Legal Proceedings
1 unchanged sentence
OUR ORGANIZATIONAL STRUCTURE
−Removed: Stock Ownership
−Removed: As of December 31, 2021, there were 317.0 million shares of BGC Class A common stock outstanding.
+Added: Dual Class Equity Structure of BGC Partners, Inc.
+Added: We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock.
+Added: BGC Class A common stock.
+Added: Each share of BGC Class A common stock is generally entitled to one vote on matters submitted to a vote of our stockholders.
+Added: As of December 31, 2022, there were 471.9 million shares of BGC Class A common stock issued and 325.9 million shares outstanding.
On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program.
On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program.
−Removed: On November 23, 2018, BGC Partners issued 10.3 million shares of BGC Class B common stock to Cantor and 0.7 million shares of BGC Class B common stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to Cantor’s and CFGM’s right to exchange such shares under the letter agreement, dated as of June 5, 2015, by and between BGC Partners and Cantor.
−Removed: Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for the Class B Issuance.
−Removed: The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
−Removed: As of December 31, 2021, Cantor and CFGM did not own any shares of BGC Class A common stock.
−Removed: Each share of BGC Class A common stock is entitled to one vote on matters submitted to a vote of our stockholders.
−Removed: In addition, as of December 31, 2021, Cantor and CFGM held 45.9 million shares of BGC Class B common stock (which represents all of the outstanding shares of BGC Class B common stock), representing approximately 59.1% of our voting power on such date.
−Removed: Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that, on matters submitted to a vote of our stockholders, each share of Class B common stock is entitled to ten votes.
−Removed: The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders.
Through December 31, 2022, Cantor has distributed to its current and former partners an aggregate of 20.9 million shares of BGC Class A common stock, consisting of (i) 19.4 million April 2008 distribution rights shares, and (ii) 1.5 million February 2012 distribution rights shares.
As of December 31, 2022, Cantor is still obligated to distribute to its current and former partners an aggregate of 15.8 million shares of BGC Class A common stock, consisting of 14.0 million April 2008 distribution rights shares and 1.8 million February 2012 distribution rights shares.
+Added: As of December 31, 2022, Cantor and CFGM held no shares of BGC Class A common stock.
From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive officers, other employees, partners and others.
+Added: BGC Class B common stock.
+Added: Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that, on matters submitted to a vote of our stockholders, each share of BGC Class B common stock is entitled to 10 votes.
+Added: The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders.
+Added: We expect to retain and have no plans to change our dual class structure.
+Added: On November 23, 2018, BGC Partners issued 10.3 million shares of BGC Class B common stock to Cantor and 0.7 million shares of BGC Class B common stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to Cantor’s and CFGM’s right to exchange such shares under the Exchange Agreement.
+Added: Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for the Class B Issuance.
+Added: The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
+Added: As of December 31, 2022, Cantor and CFGM held an aggregate of 45.9 million shares of BGC Class B common stock, representing all of the outstanding shares of BGC Class B common stock and approximately 58.5% of our total voting power.
+Added: Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis.
+Added: Accordingly, if Cantor and CFGM converted all of their BGC Class B common stock into BGC Class A common stock, Cantor would hold 12.1% of the voting power of our outstanding capital stock, CFGM would hold 0.2% of the voting power, and the public stockholders would hold 87.7% of the voting power of our outstanding capital stock (and Cantor and CFGM’s indirect economic interests in BGC U.S.
+Added: and BGC Global would remain unchanged).
+Added: The diagram does not reflect certain BGC Holdings partnership units as follows:
+Added: (a) 43.9 million Preferred Units, including Preferred N Units, granted and outstanding to BGC Holdings partners (see “BGC Partners, Inc.
+Added: Partnership Structure” herein);
+Added: and (b) 50.1 million N Units, excluding Preferred N Units, granted and outstanding to BGC Holdings partners.
BGC Partners, Inc.
8 unchanged sentences
OpCo special voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGC U.S.
−Removed: OpCo, and the BGC Global OpCo general partnership interest and the BGC Global OpCo special voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGC Global OpCo, and serves as the general partner of BGC U.S.
+Added: OpCo, and the BGC Global OpCo general partnership interest and the BGC Global OpCo special voting limited partnership
+Added: interest, which entitle the holder thereof to remove and appoint the general partner of BGC Global OpCo, and serves as the general partner of BGC U.S.
OpCo and BGC Global OpCo, all of which entitle BGC Holdings (and thereby us) to control each of BGC U.S.
5 unchanged sentences
As of that date, BGC Holdings held 111.4 million BGC U.S.
−Removed: OpCo limited partnership units and 116.0 million BGC Global OpCo limited
−Removed: partnership units, representing approximately 24.2% of the outstanding limited partnership units in both BGC U.S.
+Added: OpCo limited partnership units and 111.4 million BGC Global OpCo limited partnership units, representing approximately 23.1% of the outstanding limited partnership units in both BGC U.S.
OpCo and BGC Global OpCo.
5 unchanged sentences
Accordingly, existing partners at the time of the Separation in BGC Holdings are also partners in Newmark Holdings and hold corresponding units issued at the applicable ratio.
−Removed: Thus, such partners now also have an indirect interest in Newmark OpCo.
−Removed: As of December 31, 2021, excluding Preferred Units and NPSUs described below, outstanding BGC Holdings partnership interests included 62.4 million LPUs, 8.1 million FPUs and 56.8 million Cantor units.
+Added: Thus, such partners also have an indirect interest in Newmark OpCo.
+Added: As of December 31, 2022, excluding Preferred Units and NPSUs described above, outstanding BGC Holdings partnership interests included 51.9 million LPUs, 7.2 million FPUs and 57.6 million Cantor units.
We may in the future effect additional redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of BGC Class A common stock.
4 unchanged sentences
Cantor has exercised this right from time to time.
−Removed: As of December 31, 2021, there were no FPUs remaining which BGC Holdings had the right to redeem or exchange and with respect to which Cantor had the right to purchase an equivalent number of Cantor units following such redemption or exchange.
+Added: On May 17, 2022, Cantor purchased from BGC Holdings an aggregate of 427,494 Cantor units for aggregate consideration of $841,010 as a result of the redemption of 427,494 FPUs, and 52,681 Cantor units for aggregate consideration of $105,867 as a result of the exchange of 52,681 FPUs.
On October 25, 2022, Cantor purchased from BGC Holdings an aggregate of 275,833 Cantor units for an aggregate consideration of $397,196 as a result of the redemption of 275,833 FPUs, and 77,507 Cantor units for aggregate consideration of $142,613 as a result of the exchange of 77,507 FPUs.
−Removed: On March 31, 2021, Cantor purchased from BGC Holdings an aggregate of 1,149,684 Cantor units for aggregate consideration of $2,104,433 as a result of the redemption of 1,149,684 FPUs, and 1,618,376 Cantor units for aggregate consideration of $3,040,411 as a result of the exchange of 1,618,376 FPUs.
−Removed: Each Cantor unit in BGC Holdings held by Cantor is exchangeable by Cantor at any time on a one-for-one basis (subject to adjustment) for shares of BGC Class A common stock.
+Added: Following such purchases, as of December 31, 2022, there were 0.3 million FPUs in BGC Holdings remaining which BGC Holdings had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange.
In order to facilitate partner compensation and for other corporate purposes, the BGC Holdings limited partnership agreement provides for Preferred Units, which are Working Partner units that may be awarded to holders of, or contemporaneous with the grant of, PSUs, PSIs, PSEs, LPUs, APSUs, APSIs, APSEs, REUs, RPUs, AREUs, and ARPUs.
1 unchanged sentence
Such Preferred Units may not be made exchangeable into BGC Class A common stock and accordingly will not be included in the fully diluted share count.
−Removed: Each quarter, the net profits of BGC Holdings are allocated to such Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to them based on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of the quarterly Partnership distribution for the remaining Partnership units.
−Removed: The Preferred Units will not be entitled to participate in Partnership distributions other than with respect to the Preferred Distribution.
−Removed: As of December 31, 2021, there were 20.1 million such units granted and outstanding in BGC Holdings.
−Removed: On June 5, 2015, we entered into an agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock the right to exchange from time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock now owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.
−Removed: Such shares of BGC Class B common stock, which currently can be acquired upon the exchange of exchangeable LPUs owned in our Holdings, are already included in the Company’s fully diluted share count and will not increase Cantor’s current maximum potential voting power in the common equity.
−Removed: The Exchange Agreement will enable the Cantor entities to acquire the same number of shares of BGC
−Removed: Class B common stock that they were already entitled to acquire without having to exchange their exchangeable LPUs in our Holdings.
+Added: Each quarter, the net profits of BGC Holdings are allocated to such Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to them based on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of the quarterly BGC Holdings distribution for the remaining BGC Holdings units.
+Added: The Preferred Units will not be entitled to participate in BGC Holdings distributions other than with respect to the Preferred Distribution.
+Added: As of December 31, 2022, there were 43.9 million such units, including Preferred N Units, granted and outstanding.
+Added: On June 5, 2015, we entered into an agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock the right to exchange from time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock then owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.
+Added: Such shares of BGC Class B common stock, which currently can be acquired upon the exchange of exchangeable LPUs owned in BGC Holdings, are already included in the Company’s fully diluted share count and will not increase Cantor’s current maximum potential voting power in the common equity.
+Added: The Exchange Agreement enables the Cantor entities to acquire the same number of shares of BGC Class B common stock that they were already entitled to acquire without having to exchange their exchangeable LPUs in our Holdings.
Under the Exchange Agreement, Cantor and CFGM have the right to exchange shares of BGC Class A common stock owned by them for the same number of shares of BGC Class B common stock.
4 unchanged sentences
Non-distributing partnership units, or N Units, carry the same name as the underlying unit with the insertion of an additional “N” to designate them as the N Unit type and are designated as NREUs, NPREUs, NLPUs, NPLPUs and NPPSUs.
−Removed: The N Units are not entitled to participate in Partnership distributions, will not be allocated any items of profit or loss and may not be made exchangeable into shares of BGC Class A common stock.
−Removed: Subject to the approval of the Compensation Committee or its designee, certain N Units may be converted into the underlying unit type (i.e., an NREU will be converted into an REU) and will then participate in Partnership distributions, subject to terms and conditions determined by the general partner of BGC Holdings, in its sole discretion, including that the recipient continue to provide substantial services to the Company and comply with his or her partnership obligations.
+Added: The N Units are not entitled to participate in BGC Holdings distributions, will not be allocated any items of profit or loss and may not be made exchangeable into shares of BGC Class A common stock.
+Added: Subject to the approval of the Compensation Committee or its designee, certain N Units may be converted into the underlying unit type (i.e., an NREU may be converted into an REU) and will then participate in BGC Holdings distributions, subject to terms and conditions determined by us as the general partner of BGC Holdings, in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.
On December 13, 2017, the Amended and Restated BGC Holdings Partnership Agreement was amended and restated a second time to include prior standalone amendments and to make certain other changes related to the Separation.
7 unchanged sentences
OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries other than Cantor’s units in BGC Holdings.
+Added: The diagram does not take into account the effects of the Corporate Conversion.
STRUCTURE OF BGC PARTNERS, INC.
AS OF DECEMBER 31, 2022
−Removed: * Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis.
−Removed: Accordingly, if Cantor and CFGM converted all of their BGC Class B common stock into BGC Class A common stock, Cantor would hold 12.4% of the voting power, CFGM would hold 0.2% of the voting power, and the public stockholders would hold 87.4% of the voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S.
−Removed: and BGC Global would remain unchanged).
−Removed: The diagram does not reflect certain BGC Class A common stock and BGC Holdings partnership units as follows:
−Removed: (a) any shares of BGC Class A common stock that may become issuable upon the
−Removed: conversion or exchange of any convertible or exchangeable debt securities that may in the future be sold under our shelf Registration Statement on Form S-3 (Registration No.
−Removed: (b) 20.1 million Preferred Units granted and outstanding to BGC Holdings partners (see “BGC Partners, Inc.
−Removed: Partnership Structure” herein);
−Removed: and (c) 54.7 million N Units granted and outstanding to BGC Holdings partners.
−Removed: The diagram reflects BGC Class A common stock and BGC Holdings partnership unit activity from January 1, 2021 through December 31, 2021 as follows:
+Added: The diagram reflects the following activity of BGC Class A common stock and BGC Holdings partnership unit activity from January 1, 2022 through December 31, 2022 as follows:
(a) 27.1 million shares of BGC Class A common stock repurchased by us;
−Removed: (b) 8.3 million LPUs redeemed for Newmark employees and executives;
−Removed: (c) 12.1 million LPUs for vested N Units;
−Removed: (d) 11.5 million LPUs granted by BGC Holdings;
−Removed: (e) 4.8 million LPUs and FPUs redeemed or repurchased by us for cash;
−Removed: (f) 4.5 million LPUs forfeited;
−Removed: (g) 2.2 million shares of BGC Class A common stock issued for vested restricted stock units;
−Removed: (h) 0.9 million LPUs related to prior period adjustments;
−Removed: (i) 1.8 million shares of Class A common stock issued by us under our acquisition shelf Registration Statement on Form S-4 (Registration No.
−Removed: 333-169232), but not the 4.0 million of such shares remaining available for issuance by us under such Registration Statement;
−Removed: and (j) 17 thousand shares issued by us under our Dividend Reinvestment and Stock Purchase Plan shelf Registration Statement on Form S-3 (Registration No.
−Removed: 333-173109), but not the 9.2 million of such shares remaining available for issuance by us under shelf Registration Statement on Form S-3 (Registration No.
−Removed: No shares of BGC Class A common stock were sold by us during the year ended December 31, 2021 under the March 2018 Sales Agreement pursuant to our previous Registration Statement on Form S-3 (Registration No.
−Removed: The March 2018 Sales Agreement expired in September 2021.
−Removed: As December 31, 2021, we have not issued any shares of BGC Class A common stock under our 2019 Form S-4 Registration Statement (Registration No.
−Removed: Possible Corporate Conversion
−Removed: The Company continues to explore a possible conversion into a simpler corporate structure.
−Removed: Our board and committees have hired advisors and are reviewing the potential structure and details of such conversion.
+Added: (b) 12.8 million shares of BGC Class A common stock issued for vested N Units;
+Added: (c) 9.7 million LPUs for
+Added: vested N Units;
+Added: (d) 3.6 million LPUs forfeited;
+Added: (e) 3.3 million shares of BGC Class A common stock issued for vested restricted stock units;
+Added: (f) an aggregate of 3.1 million LPUs granted by BGC Holdings;
+Added: (g) 1.4 million LPUs and FPUs redeemed or repurchased by us for cash;
+Added: (h) 1.2 million shares of Class A common stock issued by us under our acquisition shelf Registration Statement on Form S-4 (Registration No.
+Added: 333-169232), but not the 2.8 million of such shares remaining available for issuance by us under such Registration Statement or the 20.0 million shares of BGC Class A common stock available for issuance under our 2019 Form S-4 Registration Statement (Registration No.
+Added: (i) 0.4 million FPUs related to prior period adjustments;
+Added: (j) 0.1 million LPUs related to prior period adjustments;
+Added: and (k) 26 thousand shares issued by us under our Dividend Reinvestment and Stock Purchase Plan shelf Registration Statement on Form S-3 (Registration No.
+Added: 333-173109), but not the 9.2 million of such shares remaining available for issuance by us under our Dividend Reinvestment and Stock Purchase Plan.
+Added: On March 8, 2021, we filed a new CEO Program shelf registration statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis (the "March 2021 Form S-3").
+Added: On July 8, 2022, we filed an amendment to the March 2021 Form S-3.
+Added: On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC.
+Added: On August 12, 2022, we entered into a Controlled Equity Offering SM sales agreement with CF&Co (the “August 2022 Sales Agreement”), pursuant to which we could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock under the March 2021 Form S-3.
+Added: Under the August 2022 Sales Agreement, we agreed to pay to CF&Co a commission of 2% of the gross proceeds from the sale of shares.
+Added: As of December 31, 2022, we had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the August 2022 Sales Agreement.
+Added: Impact of Corporate Conversion
+Added: See " — Our History — Corporate Conversion".
+Added: WHERE YOU CAN FIND MORE INFORMATION
+Added: We file annual, quarterly and current reports, proxy statements and other information with the SEC.
+Added: These filings are available to the public from the SEC’s website at www.sec.gov.
+Added: Our website address is www.bgcpartners.com.
+Added: Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC:
+Added: our Annual Reports on Form 10-K;
+Added: our proxy statements for our annual and special stockholder meetings;
+Added: our Quarterly Reports on Form 10-Q;
+Added: our Current Reports on Form 8-K;
+Added: Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, CFGM, our directors and our executive officers;
+Added: and amendments to those documents.
+Added: Our website also contains additional information with respect to our industry and business.
+Added: The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.