−Removed: Throughout this document, BGC Partners, Inc.
−Removed: is referred to as “BGC” and, together with its subsidiaries, as the “Company,” “BGC Partners,” “we,” “us,” or “our.”
−Removed: BGC is a leading global financial brokerage and technology company servicing the global financial markets.
−Removed: 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.
−Removed: Additionally, we provide brokerage products across FX, Equities, Energy and Commodities, Shipping and Futures and Options.
−Removed: 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 our 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, including our Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via our Voice and Hybrid execution platforms.
−Removed: 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.
−Removed: 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®.
−Removed: 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.
−Removed: and/or its affiliates.
+Added: Throughout this document, the terms the “Company,” “BGC,” “we,” “our,” and “us,” refer to:
+Added: (i) following the closing of the Corporate Conversion, effective at 12:02 am Eastern Time on July 1, 2023, BGC Group, Inc.
+Added: and its consolidated subsidiaries, including BGC Partners, Inc.;
+Added: and (ii) prior to the closing of the Corporate Conversion, BGC Partners, Inc.
+Added: and its consolidated subsidiaries.
+Added: We are a leading global brokerage and financial technology company servicing the global financial, energy and commodities markets.
+Added: BGC, through its affiliates, specializes in the trade execution of a broad range of products, including fixed income securities 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 services across FX, Equities, Energy and Commodities, Shipping, and Futures and Options.
+Added: Our business also provides connectivity and network solutions, clearing, market data and network connectivity products, trade compression and other post-trade services, market data and related information services and other back-office services to a broad assortment of financial and non-financial institutions.
+Added: Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange.
+Added: Through our Fenics® group of electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.
+Added: Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Digital™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, BGC®, BGC Trader™, kACE 2 ®, and Lucera®.
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, 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: BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, 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.
As of December 31, 2023, we had 2,104 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.
−Removed: Our business originated from one of the oldest and most established inter-dealer or wholesale brokerage franchises in the financial intermediary industry.
+Added: BGC, BGC Group, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, Caventor, LumeMarkets, Lucera, and Aurel are trademarks/service marks, and/or registered trademarks/service marks of BGC Group and/or its affiliates.
+Added: Our business originated from Cantor, one of the oldest and most established inter-dealer and wholesale brokerage franchises in the financial intermediary industry.
Cantor started our wholesale intermediary brokerage operations in 1972.
In 1996, Cantor launched its eSpeed system, which revolutionized the way government bonds are traded in the inter-dealer market by providing a Fully Electronic trading marketplace.
−Removed: 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 and Hybrid brokerage businesses separately from eSpeed.
+Added: eSpeed completed an initial public offering and began trading on Nasdaq in 1999.
+Added: Cantor subsequently continued to operate its inter-dealer Voice and Hybrid brokerage businesses separately from eSpeed.
+Added: Prior to the events of September 11, 2001, our financial brokerage business was widely recognized as one of the leading full-service wholesale financial brokers in the world, with a rich history of developing innovative technological and financial solutions.
+Added: After September 11, 2001, and the loss of the majority of our U.S.
+Added: -based employees, our Voice financial brokerage business operated primarily in Europe.
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.
−Removed: In April 2008, BGC and certain other Cantor assets merged with and into eSpeed, and the combined company began operating under the name “BGC Partners, Inc.”
−Removed: In June 2013, we sold certain assets relating to our U.S.
+Added: In April 2008, BGC and certain other Cantor assets merged with and into eSpeed, and the combined company began operating under the name “BGC Partners, Inc.” In June 2013, we sold certain assets relating to our U.S.
Treasury benchmark business and the name “eSpeed” to Nasdaq.
2 unchanged sentences
We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse.
−Removed: Prior to the events of September 11, 2001, our financial brokerage business was widely recognized as one of the leading full-service wholesale financial brokers in the world, with a rich history of developing innovative technological and financial solutions.
−Removed: After September 11, 2001 and the loss of the majority of our U.S.-based employees, our Voice financial brokerage business operated primarily in Europe.
−Removed: Since 2001, we have substantially rebuilt our U.S.
+Added: We have substantially rebuilt our U.S.
presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers.
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, Algomi, and the Futures Exchange Group.
+Added: Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga Petroleum, the Futures Exchange Group, Trident, Open Energy Group and ContiCap SA.
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 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.
+Added: Fenics, BGC’s higher-margin technology-driven 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 data services.
Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.
−Removed: 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 Fully Electronic execution, including BGC’s Volume Match and GFI’s CreditMatch.
+Added: For the purposes of this document and subsequent SEC filings, all of our Fully Electronic businesses may be collectively referred to as “Fenics.” Fenics’ offerings include Fully Electronic financial brokerage products and services, as well as offerings in data, network, and post-trade services across the Company.
+Added: We currently operate electronic marketplaces in multiple financial markets through Fenics and multi-asset Hybrid platforms for Voice and Fully Electronic execution.
We also operate a number of newer standalone, Fully Electronic platforms such as Fenics UST, Fenics FX, Fenics GO, and PortfolioMatch, among others.
−Removed: 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.
−Removed: We believe that we offer a comprehensive application providing volume, access, connectivity, speed of execution and ease of use.
−Removed: 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 and Hybrid trading to Fully Electronic execution and additional electronic data services.
−Removed: 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.
−Removed: We continue to analyze how to optimally configure our Voice, Hybrid and Fully Electronic businesses.
−Removed: 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: On November 3, 2021, we announced FMX, which will combine Fenics’ U.S.
+Added: Treasury business with a state-of-the-art U.S.
+Added: Rates futures platform.
+Added: On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S.
+Added: Treasury and SOFR futures.
+Added: We intend to launch the FMX Futures Exchange in the summer of 2024 and we plan to discuss our strategic partners and further details on, or before, our first quarter 2024 earnings call.
Corporate Conversion
−Removed: 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.
−Removed: By simplifying the organizational structure, the Corporate Conversion Transactions are intended to improve transparency and reduce operational complexity.
−Removed: 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:
−Removed: • 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.;
−Removed: • 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.
−Removed: Class B common stock issued to Cantor will exchange into BGC Group, Inc.
−Removed: Class A common stock in the event that BGC Group, Inc.
−Removed: does not issue at least $75,000,000 in BGC Group, Inc.
−Removed: common stock in connection with certain acquisition transactions prior to the seventh anniversary of the closing of the Mergers;
−Removed: • 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.;
−Removed: • 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.
−Removed: In connection with the Corporate Conversion Transactions, BGC Group, Inc.
−Removed: 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.
−Removed: Long Term Incentive Plan”.
−Removed: It is also expected that, in connection with the Corporate Conversion Transactions, BGC Group, Inc.
−Removed: will assume our Incentive Plan, as appropriately amended and restated, and renamed the “BGC Group, Inc.
−Removed: Incentive Bonus Compensation Plan.” There will no longer be any need for our Participation Plan following the Corporate Conversion Transactions.
−Removed: 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”).
−Removed: The Joint Committee has been advised by independent financial and legal advisors selected by the Joint Committee.
−Removed: Houlihan Lokey, Inc., as financial advisor, has provided a fairness opinion to the Joint Committee.
−Removed: In the first quarter of 2023, we received preliminary approvals from various U.S.
−Removed: and international regulatory authorities relating to the Corporate Conversion Transactions.
−Removed: We continue to seek regulatory approvals where required.
−Removed: 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.
−Removed: We expect to file a Registration Statement on Form S-4 in connection with the Corporate Conversion in the second quarter of 2023.
−Removed: We also expect to provide additional information with respect to our expected tax rates going forward as soon as practicable.
+Added: On July 1, 2023, BGC Partners completed its conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.
+Added: As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and its Class A common stock began trading on Nasdaq under the ticker symbol “BGC” in place of BGC Partners’ Class A common stock.
+Added: Upon completion of the Corporate Conversion, the former stockholders of BGC Partners and the former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.
+Added: The Corporate Conversion was intended to improve transparency and reduce operational complexity across our business.
+Added: As a result of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of BGC Group and BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a wholly owned subsidiary of BGC Group.
+Added: Each outstanding share of BGC Partners Class A common stock and BGC Partners Class B common stock was converted into one share of BGC Group Class A common stock and BGC Group Class B common stock, respectively.
+Added: Non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group.
+Added: Exchangeable limited partnership units of BGC Holdings were exchanged for shares of BGC Partners Class A common stock prior to the Corporate Conversion and were converted into shares of BGC Group Class A common stock at the closing of the Corporate Conversion.
+Added: 64.0 million Cantor units were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A common stock or BGC Group Class B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.
+Added: BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023.
+Added: In connection with the Corporate Conversion, on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated.
+Added: There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.
+Added: Please refer to “Our Organizational Structure” for diagrams of the Company’s organizational structure before and after the Corporate Conversion, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion.
Overview of Our Products and Services
−Removed: Financial Brokerage and Technology
Financial Brokerage
−Removed: 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: While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which has grown to represent 25% of total BGC revenues during the fourth quarter and the year ended 2023.
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.
1 unchanged sentence
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.
−Removed: Beginning in 2021, we began to categorize our Fenics business as Fenics Markets and Fenics Growth Platforms as follows:
−Removed: • 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.
−Removed: Fenics Integrated, introduced during the second quarter of 2020, seamlessly integrates hybrid liquidity with customer electronic orders either by GUI and/or API.
+Added: We 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, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues.
+Added: Fenics Integrated 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, PortfolioMatch and other newer standalone platforms.
−Removed: Revenues generated from data, software and post-trade attributable to Fenics Growth Platforms are included within their related businesses.
−Removed: 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
+Added: • Fenics Growth Platforms includes Fenics UST, Fenics GO, Lucera, Fenics FX, PortfolioMatch and our other newer standalone platforms.
+Added: Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.
+Added: We have leveraged our platforms to provide real-time product and price discovery information and straight-through processing to our customers for an increasing number of products.
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 will include Fenics' U.S.
+Added: FMX will provide fully electronic trading in cash treasuries, foreign exchange and interest rate futures by combining our Fenics’ U.S.
Treasury business with a state-of-the-art U.S.
Rates futures platform.
−Removed: FMX is expected to complete all regulatory filings and submissions by the end of the first quarter.
−Removed: 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.
−Removed: For more information about FMX, see “Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
−Removed: The following table identifies some of the key products that we broker:
−Removed: Rates Interest rate derivatives
−Removed: Benchmark U.S.
−Removed: Off-the-run U.S.
−Removed: Other global government bonds
−Removed: Inflation derivatives
−Removed: Repurchase agreements
−Removed: Non-deliverable swaps
−Removed: Interest rate swaps and options
−Removed: Credit Credit derivatives
−Removed: Asset-backed securities
−Removed: Corporate bonds
−Removed: High yield bonds
−Removed: Emerging market bonds
−Removed: Foreign Exchange Foreign exchange forwards and options
−Removed: Emerging markets
−Removed: Cross currencies
−Removed: Exotic options
−Removed: Emerging market FX options
−Removed: Non-deliverable forwards
−Removed: Energy and Commodities (OTC and listed derivatives) Environmental products and emissions
−Removed: Base and precious metals
−Removed: Refined and crude oil
−Removed: Soft commodities
−Removed: Shipping brokerage
−Removed: Equity Derivatives and Cash Equities Equity derivatives
−Removed: Cash equities
−Removed: Index futures
−Removed: Other derivatives and futures
−Removed: Certain categories of trades settle for clearing purposes with CF&Co, one of our affiliates.
−Removed: CF&Co is a member of FINRA and the Fixed Income Clearing Corporation (“FICC”), a subsidiary of the Depository Trust & Clearing Corporation (“DTCC”).
−Removed: In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGCF.
−Removed: In certain products, we, CF&Co, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.
+Added: On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S.
+Added: Treasury and SOFR futures.
+Added: We intend to launch the FMX Futures Exchange in the summer of 2024 and we plan to discuss our strategic partners and further details on, or before, our first quarter 2024 earnings call.
+Added: For more information about FMX, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
+Added: Energy and Commodities Brokerage
+Added: Our Energy and Commodities business provides a comprehensive suite of transaction services across environmental and emissions products, where we are a market leader, as well as weather derivatives, liquefied natural gas and natural gas, oil, power, base metals, dry bulk products such as coal and iron ore, and soft and agricultural products.
+Added: Over the past few years, we have expanded our Energy and Commodities brokerage business through strategic acquisitions and hires and organic growth, with a key focus on clean energy and transition fuels.
+Added: These acquisitions include Ginga Petroleum, which we acquired in March 2019.
+Added: Ginga Petroleum complemented our existing energy brokerage businesses within BGC, GFI, and Poten & Partners.
+Added: Ginga Petroleum provides a comprehensive range of brokerage services for physical and derivative energy products including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.
+Added: In February 2023, we acquired Trident, which specializes in environmental products and OTC and exchange traded energy products.
+Added: Trident bolsters our leading environmental brokerage business and complements our existing energy brokerage offerings.
+Added: In 2023, we announced the launch of our Weather Derivatives business, expanding BGC’s brokerage business into the weather and climate space.
+Added: The Weather Derivatives business helps market participants analyze climate-related risks and mitigate their financial exposure.
+Added: We are providing liquidity to these increasingly important markets as the role of weather and
+Added: climate change impacts the way risk is managed.
+Added: The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
+Added: We also offer ship brokerage services through Poten & Partners, which we acquired in November 2018.
+Added: Poten & Partners is a leading ship brokerage, consulting and business intelligence firm specializing in LNG, tanker and LPG markets.
+Added: Founded over 80 years ago and with 170 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shipping markets.
+Added: Brokerage Categories
+Added: The following table identifies some of the key products that we broker, inclusive of those discussed above:
+Added: Interest Rate Swaps, Interest Rate Options, Listed Rates Products, U.S.
+Added: Treasuries, European Government Bonds, Other Global Government Bonds, Repurchase Agreements, Money Markets, Agency Fixed Income
+Added: Corporate Bonds, High Yield Bonds, Emerging Market Bonds, Index CDS, Single Name CDS, Exotic Credit Derivatives, Asset-Backed Securities, Loans, Structured Products
+Added: Foreign Exchange
+Added: Foreign Exchange Options, Spot FX, FX Forward, Non-Deliverable Forwards, Precious Metals
+Added: Energy and Commodities
+Added: Environmental/Emission Products, Weather Derivatives, Energy & Petrochemical Consulting, Ship Brokerage, Power, Liquefied Natural Gas, Natural Gas, Base Metals, Dry Bulk (Coal & Iron Ore), Oil, Soft & Agricultural Products
+Added: OTC Equity Derivatives, Listed Equity Futures & Options, Delta One Product, Convertibles, Cash Equities
+Added: Certain trades in these key product types settle for clearing purposes with CF&Co, one of our affiliates.
+Added: CF&Co is a member of FINRA and the FICC, a subsidiary of the DTCC.
+Added: In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGC Financial.
+Added: For certain products, we, CF&Co, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.
Such activity is intended, among other things, to assist us, CF&Co and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of combination of trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.
Technology Offerings
−Removed: Our market data, software, and post-trade offerings provide a range of trade lifecycle services which include market data and analytics services, infrastructure and connectivity solutions, and post-trade services, such as trade compression, matching and other post-trade optimization services.
−Removed: 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 continue to scale and represent record levels of overall revenue contribution to our overall business.
+Added: Our data, network and post-trade offerings provide a range of trade lifecycle services which include market data and analytics services, infrastructure and connectivity solutions, and post-trade services, such as trade compression, risk mitigation, matching, initial margin optimization, and other data, network and post-trade optimization services.
+Added: These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business.
+Added: We have invested in the growth of our Fenics businesses, which continue to scale and represent record levels of BGC’s overall revenue.
Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data.
−Removed: 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: The data is sourced from the Voice, Hybrid and Fully Electronic brokerage operations, across BGC, GFI, RP Martin and Fenics, among others.
−Removed: 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.
−Removed: Through our Software Solutions business, we provide customized screen-based market solutions to both related and unrelated parties.
+Added: Our market data product suite includes fixed income, interest rate derivatives, credit derivatives, foreign exchange and money markets, energy and commodities, equity derivatives and regulatory solution market data products and services.
+Added: The data is sourced from the Voice, Hybrid and Fully Electronic brokerage operations and 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 platforms such as Bloomberg, LSEG Data & Analytics, ICE Data Services and other select specialist vendors.
+Added: Through our network business, we provide customized screen-based market solutions to both related and unrelated parties.
Our clients are able to develop a marketplace, trade with their customers and access our network and our intellectual property.
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: 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:
−Removed: 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: 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: As part of our network business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to power demanding financial applications across several offerings:
+Added: LumeFX® (distributed FX
+Added: 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).
+Added: Through kACE 2 , our analytics brand, we offer derivative price discovery, pricing analysis, risk management and trading software used by approximately 280 client sites in over 30 countries.
Our clients include mid-tier banks, financial institutions and corporate clients.
−Removed: 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.
+Added: Our Gateway module links our client base with their counterparties, trading venues and regulators, and provides automated 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.
−Removed: Capitalab, a division of BGC Brokers L.P.
−Removed: (“BGC Brokers”), provides compression, matching and optimization services that are designed to bring greater capital and operational efficiency to the global derivatives market.
−Removed: Capitalab assists clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates.
−Removed: 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: Shipping Brokerage
−Removed: In November 2018, we acquired Poten & Partners, a leading ship brokerage, consulting and business intelligence firm specializing in LNG, tanker and LPG markets.
−Removed: Founded over 80 years ago and with 170 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shipping markets.
−Removed: Energy Brokerage
−Removed: In March 2019, we acquired Ginga Petroleum, which complemented our existing energy brokerage businesses within BGC, GFI, and Poten & Partners.
−Removed: 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.
+Added: Capitalab provides compression, matching and optimization services that are designed to bring greater capital and operational efficiency to the global derivatives market.
+Added: Capitalab assists clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.
Industry Recognition
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Recent examples include:
−Removed: • BGC won Best Broker for Options at the FX Markets Best Bank Awards 2021
−Removed: • Capitalab was named Compression Service of the Year at the GlobalCapital Americas Derivatives Awards 2021
−Removed: • 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 Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2023
+Added: • Fenics Market Data named Best Market Data Provider at FX Markets e-FX Awards 2023
• Fenics Market Data named Best Market Data Provider at WatersTechnology Inside Market Data & Inside Reference Data Awards 2023
−Removed: • Fenics Market Data named Data Provider of the Year at The Asia Capital Markets Awards 2022 by FOW Global Investor Group
−Removed: • Fenics GO was named OTC Trading Platform of the Year at the Asia Risk Awards 2022 by Risk.net
−Removed: • Capitalab was named OTC Infrastructure Service of the Year by Risk.net and Risk magazine at the Risk Awards 2021
+Added: • Fenics Market Data named Best Provider of Broker Market Data at TradingTech Insight Awards – USA (A-Team) 2023 and TradingTech Insight Awards – Europe (A-Team) 2023
+Added: • Capitalab named Americas Optimisation Service of the Year at the GlobalCapital Americas Derivatives Awards 2023
Customers and Clients
−Removed: We primarily serve the wholesale financial markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, and investment banks.
+Added: We primarily serve the wholesale financial and energy and commodity markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, and investment banks.
Customers using our products and services also include professional trading firms, futures commission merchants, and other professional market participants and financial institutions.
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.
−Removed: We also license our intellectual property portfolio and offerings in Software Solutions to various financial markets participants.
+Added: We also license our intellectual property portfolio and offerings to various financial markets participants.
For the year ended December 31, 2023, our top ten customers, collectively, accounted for approximately 30.0% of our total revenue on a consolidated basis, and our largest customer accounted for approximately 4.8% of our total revenue on a consolidated basis.
Sales and Marketing
−Removed: Our brokers and salespeople are the primary marketing and sales resources to our customers.
−Removed: Thus, our sales and marketing program is aimed at enhancing the ability of our brokers to cross-sell effectively in addition to informing our customers about our product and service offerings.
−Removed: 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
−Removed: and the investor and media communities.
−Removed: We may also market to our existing and prospective customers through a variety of co-marketing/co-branding initiatives with our partners.
+Added: Our brokers and salespeople are our primary marketing and sales resources, and utilize a combination of sales, marketing and co-marketing/co-branding campaigns.
+Added: Our sales and marketing programs are aimed at enhancing the ability of our brokers to cross-sell effectively in addition to informing our customers about our product and service offerings.
+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 and the investor and media communities.
Our brokerage product team is composed of product managers who are each responsible for a specific part of our brokerage business.
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.
+Added: This approach of combining marketing with our product and service strategy has enabled us to turn innovative ideas into both Fully Electronic and Hybrid deliverable solutions.
Our team of business development professionals is responsible for growing our global footprint through raising awareness of our products and services.
−Removed: The business development team markets our products and services to new and existing customers.
+Added: The business development team markets our products and services to new and existing
As part of this process, they analyze existing levels of business with these entities in order to identify potential areas of growth and also to cross-sell our multiple offerings.
−Removed: Our market data, software solutions, and post-trade products and services are promoted to our existing and prospective customers through a combination of sales, marketing and co-marketing campaigns.
−Removed: These efforts are supported by a central team of professionals across marketing, design, event planning, public relations, and corporate communications.
+Added: Our Trading Technology
Pre-Trade Technology.
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Inter-Dealer and Wholesale Trading Technology.
−Removed: 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 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™.
−Removed: 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.
−Removed: Every product on the platform is supported in either view-only, Hybrid/managed or Fully Electronic mode, and can be transitioned from one mode to the next in response to market demands.
+Added: We utilize sophisticated proprietary electronic trading platforms to provide execution and market data services to our customers.
+Added: The services are available through our proprietary API, FIX and a multi-asset proprietary trading platforms, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™ GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FenicsFX™, FenicsUST™, FenicsDirect™, Fenics GO™, MidFX, GBX™, and Fenics Invitations™.
+Added: These platforms presently support a wide and constantly expanding range of products and services, which include U.S.
+Added: Treasuries and other government bonds, Repos, OTC interest rate derivatives in multiple currencies, spot FX, NDFs, FX options, corporate bonds, credit derivatives and other products.
+Added: Every product on the platforms is supported in either view-only, Hybrid/managed or Fully Electronic mode, and can be transitioned from one mode to the next in response to market demands.
The flexible BGC technology stack is designed to support feature-rich workflows required by the Hybrid mode as well as delivering high throughput and low transaction latency required by the Fully Electronic mode.
−Removed: Trades executed by our customers in any mode are, when applicable, eligible for immediate electronic confirmation through direct straight-through processing (“STP”) links as well as STP hubs.
+Added: Trades executed by our customers in any mode are, when applicable, eligible for immediate electronic confirmation through direct STP links as well as STP hubs.
The BGC trading platform services are operated out of several globally distributed data centers and delivered to customers over BGC’s global private network, third-party connectivity providers as well as the Internet.
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Post-Trade Straight Through Processing Technology.
−Removed: Our platform automates previously paper and telephone-based transaction processing, confirmation and other functions, substantially improving and reducing the cost of many of our customers’ back offices and enabling STP.
+Added: Our platform automates transaction processing, confirmation and other functions, substantially improving and reducing the cost of many of our customers’ back offices and enabling STP.
In addition to our own system, confirmation and trade processing is also available through third-party hubs, including MarkitWIRE, ICElink, Reuters RTNS, and STP in FIX for various banks.
−Removed: We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH.Clearnet, Eurex Clearing, CME Clearing and the Options Clearing Corporation (“OCC”).
+Added: We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH.Clearnet, Eurex Clearing, CME Clearing and the OCC.
As more products become centrally cleared, and as our customers request that we use a particular venue, we expect to expand the number of clearinghouses to which we connect in the future.
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Our systems consist of layered components, which provide matching, credit management, market data distribution, position reporting, customer display and customer integration.
−Removed: The private network currently operates from six concurrent core data centers (three of which are in the U.K., one each in Trumbull, Connecticut, Weehawken, New Jersey and Secaucus, New Jersey) and many hub cities throughout the world acting as distribution points for all private network customers.
+Added: The private network currently operates from six concurrent core data centers (three of which are in the U.K., and one each in Trumbull, Connecticut, Weehawken, New Jersey and Secaucus, New Jersey) and many hub cities throughout the world acting as distribution points for all private network customers.
The redundant structure of our system provides multiple backup paths and re-routing of data transmission in the event of failure.
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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.
−Removed: We own numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign countries.
+Added: numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign countries.
Our trademark registrations must be renewed periodically, and, in most jurisdictions, every 10 years.
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We encounter competition in all aspects of our business.
+Added: Our existing and potential competitors 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.
We compete primarily with other inter-dealer or wholesale financial brokers for market share, brokers, salespeople and suitable acquisition candidates.
−Removed: 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.
−Removed: Inter-Dealer or Wholesale Financial Brokers
−Removed: We primarily compete with four publicly traded, diversified inter-dealer and/or wholesale financial brokers.
−Removed: These are TP ICAP, Tradition, Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb Markets, Inc.
−Removed: (“Tradeweb”), and XP Inc.'s fixed income and FX inter-dealer broking business.
−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, and Gottex Brokers Holding SA, which is an affiliate of Tradition, in OTC interest rate derivatives.
+Added: Inter-Dealer and Wholesale Financial Brokers
+Added: We primarily compete with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition.
+Added: Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb, XP Inc.’s fixed income and FX inter-dealer brokerage business, and a number of private firms that tend to specialize in specific product areas or geographies, such as Marex Spectron Group Limited, which focuses on energy and commodities.
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.
Other significant factors affecting competition in the brokerage industry are the quality and ability of professional personnel, the depth and pricing efficiency of the markets in which the brokers transact, the strength of the technology used to service and execute on those markets and the relative prices of products and services offered by the brokers and by competing markets and trading processes.
−Removed: Business development is another highly competitive component of wholesale financial brokerage.
−Removed: 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 the importance of developing new ways to execute successful business development efforts in the current environment.
−Removed: Market Data, Financial Software and Post-Trade Solution Vendors
+Added: Market Data and Information
The majority of our large inter-dealer and wholesale financial broker competitors also sell proprietary market data and information, which competes with our market data offerings.
In addition to direct sales, we resell market data through large market data and information providers.
−Removed: These companies have established significant presences on the vast majority of trading desks in our industry.
+Added: These companies have established significant presences on the vast majority of trading desks across our industry.
Some of these market data and information providers, such as Bloomberg L.P.
−Removed: and Refinitiv, include in their product mix electronic trading and execution of both OTC and listed products in addition to their traditional market data offerings.
−Removed: In January 2021, Refinitiv was acquired by the London Stock Exchange Group (“LSEG”), which also sells proprietary market data and information.
+Added: and LSEG Data & Analytics, include in their product mix electronic trading and execution of both OTC and listed products in addition to their traditional market data offerings.
Growth in new trading venues has led to fragmentation of liquidity across the financial markets.
−Removed: 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 Pico, ION Group and Broadway Technology in this space.
−Removed: Our post-trade services that offer derivative compression, matching and optimization services operate in an industry which has benefitted from increased regulatory requirements.
+Added: Our network solutions business helps aggregate liquidity and connect counterparties across these marketplaces.
+Added: We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg, which recently acquired Broadway Technology in this space.
+Added: Our post-trade services that offer derivative compression, matching and optimization services operate in an industry which has benefited from increased regulatory requirements.
Competition in this space includes OSSTRA, a joint venture between CME Group Inc.
−Removed: and IHS Markit Ltd, Parameta Solutions, TP ICAP’s data and analytics business, Quantile Group Limited (“Quantile”) and Capitolis.
−Removed: Quantile was acquired by the LSEG in December 2020 for a maximum aggregate consideration of £274 million.
+Added: and IHS Markit Ltd, Parameta Solutions, TP ICAP’s data and analytics business, and Quantile owned by LSEG and Capitolis.
Exchanges and Other Trading Platforms
−Removed: 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.
+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 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.
−Removed: In addition, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and/or wholesale financial brokers in energy, commodities, and credit products.
+Added: In addition, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and wholesale financial brokers in energy, commodities, and credit products.
ICE entered these OTC markets primarily by acquiring independent OTC brokers.
−Removed: We also compete with CME via its acquisition of NEX and our expected launch of U.S.
−Removed: Rates Futures in the second quarter of 2023.
+Added: We also compete with CME across U.S.
+Added: interest rates products, including our expected launch of an exchange for U.S.
+Added: Rates futures in 2024, as well as in foreign exchange products.
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.
−Removed: In addition to exchanges, other electronic trading platforms which primarily operate in the dealer-to-client markets, including those run by MarketAxess Holdings Inc.
−Removed: (“MarketAxess”) and Tradeweb now compete with us in the inter-dealer markets.
+Added: In addition to exchanges, other electronic trading platforms which primarily operate in the dealer-to-client markets, including those run by MarketAxess and Tradeweb, now compete with us in the inter-dealer markets.
At the same time, we have begun to offer an increasing number of our products and services to the customers of firms like MarketAxess and Tradeweb.
−Removed: Further, ICE also operates a SEF, as does Tradeweb, and we expect that other exchanges and trading platforms may also seek to do so.
Banks and Broker-Dealers
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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 ICAP plc, the predecessor company to CME’s NEX platform.
+Added: Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by ICAP plc.
An example of a current and similar consortium is Tradeweb.
Several large banks continue to hold public equity stakes in Tradeweb.
−Removed: Refinitiv, which was acquired by the LSEG in January 2021, is Tradeweb’s single largest shareholder.
−Removed: Although Tradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform and a SEF.
+Added: LSEG Data & Analytics, is Tradeweb’s single largest shareholder.
+Added: Although Tradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform.
Tradeweb’s management has previously said that it would like to further expand into other inter-dealer markets, and in June 2021, it acquired Nasdaq’s U.S.
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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.
−Removed: 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.
−Removed: 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.
+Added: Traditionally, the financial markets around the world generally experience lower volume during the late summer and toward the end of the year due to a slowdown in the business environment around holiday seasons.
Therefore, our revenues tend to be strongest in the first quarter and lowest in the second half of the year.
−Removed: For both of the years ended December 31, 2022 and 2021, we earned approximately 28.2% of our revenues in the first quarter.
−Removed: Partnership Overview
−Removed: Many of our key brokers, salespeople, managers, technology professionals and other front office professionals have a substantial amount of their own capital invested in our business, aligning their interests with our stockholders.
−Removed: Limited partnership interests in BGC Holdings and Newmark Holdings (received in connection with the Spin-Off) consist of:
−Removed: (i) “founding/working partner units” held by limited partners who are employees;
−Removed: (ii) “limited partnership units,” which consist of a variety of units that are generally held by employees such as REUs, RPUs, PSUs, PSIs, PSEs, HDUs, U.K.
−Removed: LPUs, APSUs, APSIs, APSEs, AREUs, ARPUs and NPSUs;
−Removed: (iii) “Cantor units” which are the exchangeable limited partnership interests held by Cantor entities;
−Removed: and (iv) Preferred Units, which are working partner units that may be awarded to holders of, or contemporaneous with, the grant of certain limited partnership units.
−Removed: 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 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.
−Removed: 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 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.
−Removed: We believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and employees and alignment of interest with shareholders.
−Removed: Virtually all of our executives and front-office employees have equity or partnership stakes in us and our subsidiaries and generally receive grants of deferred equity or LPUs as part of their compensation.
−Removed: A significant percentage of BGC’s fully diluted shares are owned by its executives, partners and employees.
−Removed: 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, 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.
−Removed: Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited partnership agreement.
−Removed: 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.
−Removed: Impact of Corporate Conversion
−Removed: 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.
−Removed: Class B common stock issued to Cantor will exchange
−Removed: into BGC Group, Inc.
−Removed: Class A common stock in the event that BGC Group, Inc.
−Removed: does not issue at least $75,000,000 in BGC Group, Inc.
−Removed: common stock in connection with certain acquisition transactions prior to the seventh anniversary of the closing of the Mergers;
−Removed: 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.;
−Removed: 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.
−Removed: See “—Our History—Corporate Conversion.”
−Removed: Relationship Between BGC Partners and Cantor
−Removed: See "—Our Organizational Structure" and “Risk Factors — Risks Related to our Relationship with Cantor and its Affiliates.”
−Removed: 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.”
+Added: For the year 2023, we earned approximately 26.4% of our revenues in the first quarter, while in 2022 we earned 28.2% of our revenues in the first quarter.
The financial services industry in the United States is subject to extensive regulation under both federal and state laws.
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In addition, Treasury rules relating to trading government securities apply to such activities when engaged in by broker-dealers.
−Removed: The CFTC is the federal agency primarily responsible for the administration of federal commodities future laws and other acts, including the adoption of rules applicable to FCMs, Designated Contract Markets (“DCM”) and SEFs such as BGC Derivative Markets, L.P.
−Removed: (“BGC Derivative Markets”) and GFI Swaps Exchange LLC.
+Added: The CFTC is the federal agency primarily responsible for the administration of federal commodities future laws and other acts, including the adoption of rules applicable to FCMs, DCMs and SEFs such as BGC Derivative Markets and GFI Swaps Exchange LLC.
Much of the regulation of broker-dealers’ operations in the United States has been delegated to self-regulatory organizations.
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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.
−Removed: 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
−Removed: sanctions that may result if administrative, civil or criminal proceedings were ever instituted against us or our “associated persons” are injunctions, censure, fines, penalties, the issuance of cease-and-desist orders or suspension or expulsion from the industry and, in rare instances, even imprisonment.
+Added: 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 sanctions that may result if administrative, civil or criminal proceedings were ever instituted against us or our “associated persons” are injunctions, censure, fines, penalties, the issuance of cease-and-desist orders or suspension or expulsion from the industry and, in rare instances, even imprisonment.
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.
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Mandatory Dodd-Frank Act compliant execution on SEFs by eligible U.S.
−Removed: 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.
+Added: persons for “made available to trade” products and a wide range of other rules relating to the execution and clearing of derivative products have been implemented.
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.
−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 of voice and auction-based execution methodologies, we expect our Hybrid and Fully Electronic trading capability to perform strongly in such an environment.
+Added: These rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments.
+Added: These execution facilities may be supported by a variety of voice and auction-based execution methodologies, and our Hybrid and Fully Electronic trading capability have performed strongly in this regulatory environment.
On June 25, 2020, the CFTC approved a final rule prohibiting post-trade name give-up for swaps executed, prearranged or prenegotiated anonymously on or pursuant to the rules of a SEF and intended to be cleared.
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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.
−Removed: On April 6, 2022, the SEC proposed Rules for the Registration and Regulation of Security-Based Swap Execution Facilities.
−Removed: The SEC proposed new Regulation SE under the Exchange Act to create a regime for the registration and regulation of SBSEFs.
−Removed: 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.
−Removed: 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.
−Removed: The proposal was published on SEC.gov and in the Federal Register with a public comment period of 60 days.
−Removed: 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: On November 2, 2023, the SEC adopted Regulation SE under the Exchange Act to create a regime for the registration and regulation of SBSEFs.
+Added: The SEC rules regarding the over-the-counter derivatives market seek to harmonize as closely as practicable with parallel rules of the CFTC that govern SEFs and swap execution generally.
+Added: Among other things, Regulation SE under the Exchange Act made changes to implement the Exchange Act’s trade execution requirement for security-based swaps
+Added: and address the cross-border application of that requirement;
implement Section 765 of the Dodd-Frank Act to mitigate conflicts of interest at SBSEFs and national securities exchanges that trade security-based swaps;
and promote consistency between proposed Regulation SE and existing rules under the Exchange Act.
−Removed: 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 business, financial condition, results of operations and prospects.
−Removed: Recent Settlements
−Removed: On September 29, 2022, one of the Company’s subsidiaries, CX Futures Exchange, L.P.
−Removed: a/k/a FMX Futures Exchange, L.P.
−Removed: (CX) a designated contract market, reached a settlement with the CFTC.
−Removed: The CFTC alleged that from September 2017 to August 2021, CX failed to comply with certain system safeguards regulations.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: A criminal penalty was not imposed.
+Added: Any entity that meets the definition of a SBSEF must file an application to register with the SEC within 180 days of the effective date of February 13, 2024.
+Added: The SEC also adopted final rules on December 13, 2023 regarding central clearing of certain secondary market repurchase and reverse repurchase transactions and secondary market purchase and sale transactions involving U.S.
+Added: Treasury securities.
+Added: The central clearing mandate will impact certain market participants who do not clear today, and some have expressed concerns about the potential impact of additional clearing costs that may impact liquidity.
+Added: The full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us is unknown at this time.
+Added: In addition, several state laws that have recently come into effect, and may come into effect in the future, have created and will create new compliance obligations in relation to personal data.
The FCA is the relevant statutory regulator for the United Kingdom financial services industry.
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SMCR has increased the cost of compliance and will potentially increase financial penalties for non-compliance.
−Removed: Recent Settlements
−Removed: On December 8, 2022, certain of the Company’s U.K.
−Removed: 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.
−Removed: 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.
−Removed: The fines are therefore in respect of matters that have been fully remediated for some years now.
European Regulation
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The reforms are designed to reduce systemic risk and bring more transparency to both OTC and listed derivatives markets.
−Removed: Along with the implementation of EMIR reporting requirements, the Regulation on Wholesale Energy Markets Integrity and Transparency (“REMIT”) Implementation Acts became effective on January 7, 2015.
+Added: Along with the implementation of EMIR reporting requirements, the REMIT Implementation Acts became effective on January 7, 2015.
The REMIT Implementing Acts developed by the European Commission define the details of reporting under REMIT, drawing up the list of reportable contracts and derivatives;
−Removed: defining details, timing and form of reporting, and establishing harmonized rules to report that information to the Agency for the Cooperation of Energy Regulators (“ACER”).
+Added: defining details, timing and form of reporting, and establishing harmonized rules to report that information to the ACER.
They enable ACER to collect information in relation to wholesale energy market transactions and fundamentals through the Agency’s REMIT Information System (ARIS), to analyze this data to detect market abuse and to report suspicious events to the National Competent Authorities, which are responsible for investigating these matters further, and if required, imposing sanctions.
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Basel III is designed to strengthen bank capital requirements and introduces new regulatory requirements on bank liquidity and bank leverage.
−Removed: The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces.
+Added: The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market
+Added: exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces.
Meanwhile, global “Basel IV” standards are expected be adopted in the years to come.
Much of our global derivatives volumes continue to be executed by non-U.S.
−Removed: based clients outside the U.S.
−Removed: and subject to local prudential regulations.
+Added: based clients outside the United States and subject to local prudential regulations.
As such, we will continue to operate a number of European regulated venues in accordance with EU or U.K.
−Removed: legislation and licensed by the FCA or EU-based national supervisors.
+Added: legislation and licensed by EU-based national supervisors or the FCA.
These venues are also operated for non-derivative instruments for these clients.
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Rights in relation to an individual’s personal data in the EU and U.K.
−Removed: 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: are governed respectively by the GDPR in the EU and the equivalent Data Protection Act 2018 in the U.K.
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.
−Removed: Apart from some minor non-material changes, at this time there has not been any legislation from the EU Commission or the U.K.
−Removed: Government that have materially changed how the U.K.
−Removed: and EU approach financial regulation since MiFID II and the implementation of Brexit.
−Removed: Although divergence of U.K.
−Removed: regulation from EU regulation may occur, there has been no firm legislative change signaled or published by the FCA or the U.K.
+Added: The FCA introduced the “Consumer Duty” in July 2023.
+Added: The purpose of this regulation is to enhance the protection of retail consumers in financial markets.
+Added: Some other relatively minor divergence of U.K.
+Added: regulation from EU regulation has occurred since the implementation of Brexit.
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.
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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 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.
+Added: As part of our ongoing Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt and 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.
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China China Banking Regulatory Commission, State Administration of Foreign Exchange
−Removed: Columbia Superintendencia Financiera de Columbia
+Added: Superintendencia Financiera de Colombia
Denmark Finanstilsynet
−Removed: Dubai Dubai Financial Supervisory Authority
+Added: Dubai International Financial Centre
+Added: Dubai Financial Supervisory Authority
France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution), AMF (Autorité des Marchés Financiers)
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South Africa Johannesburg Stock Exchange
−Removed: South Korea Ministry of Strategy and Finance, The Bank of Korea, The Financial Services Commission and The Financial Supervisory Service
+Added: South Korea Financial Services Commission
Spain Comision Nacional del Mercado de Valores (CNMV)
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United Kingdom Financial Conduct Authority
+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.
Capital Requirements
Every U.S.-registered broker-dealer is subject to the Uniform Net Capital Requirements.
−Removed: FCMs, such as our subsidiary, Mint Brokers (“Mint”), are also subject to CFTC capital requirements.
+Added: FCMs, such as our subsidiary, Mint Brokers, are also subject to CFTC capital requirements.
These requirements are designed to ensure financial soundness and liquidity by prohibiting a broker or dealer from engaging in business at a time when it does not satisfy minimum net capital requirements.
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The SEC’s regulations limiting withdrawals of excess net capital do not preclude the payment to employees of “reasonable compensation.”
−Removed: 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 an FCM, Mint is also subject to CFTC minimum capital requirements.
−Removed: BGCF, GFI Securities LLC, Fenics Execution, LLC and Amerex Brokers LLC are registered as an Introducing Broker with the NFA.
+Added: Four of our subsidiaries, BGCF, GFI Securities LLC, Fenics Execution, LLC and Mint Brokers, are registered with the SEC and are subject to the Uniform Net Capital Requirements.
+Added: As an FCM, Mint Brokers is also subject to CFTC minimum capital requirements.
+Added: BGCF, GFI Securities LLC, Fenics Execution, LLC, Amerex Brokers LLC and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA.
BGCF is also a member of the FICC, which imposes capital requirements on its members.
−Removed: In addition, our SEFs, BGC Derivative Markets, GFI Swaps Exchange, FMX Futures Exchange, and CX Clearinghouse, L.P.
−Removed: 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.
−Removed: 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.
+Added: 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: The Company also operates a DCM, FMX Futures Exchange, and DCO, CX Clearinghouse, L.P., 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.
Compliance with the Uniform Net Capital Requirements may limit the extent and nature of our operations requiring the use of our registered broker-dealer subsidiaries’ capital, and could also restrict or preclude our ability to withdraw capital from our broker-dealer subsidiaries or SEFs.
−Removed: Our international operations are also subject to capital requirements in their local jurisdictions.
−Removed: 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.
+Added: Our international operations are also subject to capital requirements in their local jurisdiction.
+Added: BGC Brokers L.P., GFI Brokers Limited, and GFI Securities Limited, which are based in the U.K., are currently subject to solo capital requirements established by the FCA’s Investment Firm Prudential Regime.
+Added: In addition, BGC European Holdings LP is subject to the FCA’s consolidated capital requirements.
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
−Removed: have introduced a new capital regime applicable to EU Investment Firms with a phased implementation beginning in June 2021.
−Removed: has introduced a regime that, while applying different rules and methods, is largely similar in its objectives.
−Removed: This regime has commenced a phased implementation beginning in January 2022.
In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do business.
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All are subject to Hong Kong net capital requirements.
−Removed: In France, Aurel BGC and BGC France Holdings;
−Removed: in Australia, BGC Securities (Australia) Pty Limited, BGC (Securities) Pty Limited and GFI Australia Pty Ltd.;
+Added: In France, Aurel BGC SAS and BGC France Holdings;
+Added: in Australia, Fixed Income Solutions Pty Ltd and BGC Partners (Australia) Pty Limited;
in Japan, BGC Shoken Kaisha Limited’s Tokyo branch and BGC Capital Markets Japan LLC’s Tokyo Branch;
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in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited;
−Removed: and in Turkey, BGC Partners Menkul Degerler AS, all have net capital requirements imposed upon them by local regulators.
+Added: in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.
In addition, the LCH (LIFFE/LME) clearing organization, of which BGC Brokers L.P.
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Human Capital Management
−Removed: Human Capital Resources
+Added: Unless the context indicates otherwise, references in this Human Capital Management section to our “employees” include our professionals who are independent contractors.
+Added: Our Fundamental Values
BGC is an organization built on strong values, employee engagement and ownership.
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 business, 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 the communities in which we operate.
+Added: We value hard work, innovation, superior client service, strong ethics and governance, equal opportunities, and philanthropy.
+Added: These values are woven into our corporate culture.
+Added: We believe these values foster sustainable, profitable growth.
+Added: We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work.
+Added: We take corporate social responsibility and sustainability seriously:
+Added: we want to contribute to the common good.
As of December 31, 2023, we employed approximately 3,895 employees in 27 countries spread across five continents.
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Approximately 28.0% of our brokers, salespeople, managers, technology professionals and other front-office personnel were based in the Americas, and approximately 51.0% were based in Europe, the Middle East and Africa, with the remaining approximately 21.0% based in the Asia-Pacific region.
−Removed: On November 1, 2021, we completed the Insurance Business Disposition and approximately 519 front and back-office employees in our insurance brokerage business were transferred in connection with the transaction.
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.
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We have been able to attract businesses and brokers, salespeople, managers, technology professionals and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
−Removed: BGC is an organization built on strong values, employee engagement and ownership.
−Removed: 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 business, the experience of our increasingly diverse employee base and the dynamism of our communities.
Human Capital Measures and Objectives
In operating our business, 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 business while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions.
+Added: We continually work to expand our trading across more products 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.
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.
−Removed: 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.
−Removed: These reductions were made alongside increased migration toward Fenics technology solutions, which helped drive increased average productivity.
−Removed: 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.
−Removed: 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 business, we aim to convert Voice and Hybrid trading to Fully Electronic trading in order to improve our margins.
−Removed: 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 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.
−Removed: From time to time, we also engage in cost-savings initiatives and restructurings in order to improve our margins.
+Added: As of December 31, 2023, our front-office revenue-generating headcount was approximately 2,104 brokers and salespeople, managers and technology professionals, up 6.0% from 1,985 a year ago due to acquisitions and investments made to broaden our existing product offerings.
+Added: Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2023, increased by 11.4% to approximately $958,000.
+Added: 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 businesses.
+Added: For example, converting Voice and Hybrid trading to Fully Electronic trading generally improves our margins as automated and electronic trading allows the same number of employees to manage a greater volume of trades resulting in a decrease in the marginal cost of trading.
+Added: Our Fully Electronic business has generally grown faster than our overall business, with average front office productivity increasing by 11.4% for the year ended December 31, 2023 compared to the prior year.
+Added: We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins.
Retention Measures
−Removed: 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.
+Added: To facilitate the retention of our employees, we have maintained our flexible work arrangements, where appropriate, made compensation adjustments, and provided additional benefits, including a 401(k) match for many of our U.S.
support employees.
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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.
−Removed: We have established vaccination requirements in accordance with applicable laws, including time-off for vaccines, coverage for COVID-19 testing and enhanced sick leave.
We continue to offer employee assistance programs and additional avenues for mental health consultation and wellness.
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Performance-Based and Highly Retentive Compensation Structure
−Removed: Virtually all of our executives and front-office employees have equity or partnership stakes in the Company and its subsidiaries and generally receive grants of deferred equity or LPUs as part of their compensation.
−Removed: As of December 31, 2022, our employees, partners, executive officers and directors owned approximately 17% of our equity, on a fully diluted basis.
−Removed: We issue LPUs as well as other forms of equity-based compensation, including grants of exchangeability into shares of Class A common stock and grants of shares of restricted stock, to provide liquidity to our employees, to align the interests of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.
−Removed: 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 amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations.
−Removed: 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.
−Removed: From time to time, the Company may also enter into agreements with employees and partners to grant bonus and salary advances or other types of loans.
−Removed: These advances and loans are repayable in the timeframes outlined in the underlying agreements.
−Removed: Impact of Corporate Conversion
−Removed: See “—Our History—Corporate Conversion.”
+Added: Many of our key brokers, salespeople, managers, technology professionals and other front office professionals have a substantial amount of their own capital invested in our business, aligning their interests with our stockholders.
+Added: We believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and employees and alignment of interest with shareholders.
+Added: Virtually all of our executives and front-office employees have equity stakes in the Company and generally receive grants of deferred equity as part of their compensation.
+Added: We believe that having investments in us, our executives and key brokers and other employees 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: As of December 31, 2023, our employees, executive officers and directors individually owned approximately 13% of our equity, on a fully diluted basis.
+Added: We currently issue RSUs, and in the case of certain U.K.
+Added: employees who held partnership units prior to the Corporate Conversion, restricted stock awards, as well as other forms of equity-based compensation, to provide liquidity to our employees, to align the interests of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.
+Added: These awards contain extended vesting schedules which we consider to be highly retentive and that vary based upon compensation level and role (typically three-to-seven-year ratable vesting), which in most cases are largely dependent upon continued service.
+Added: Prior to the Corporate Conversion, we issued limited partnership units, as well as other forms of unit-based compensation, including grants of exchangeability of limited partnership units into shares of BGC Class A common stock and grants of shares of our restricted stock, to motivate and retain key employees.
+Added: These limited partnership units, which could be redeemed at any time for zero, were subject to forfeiture if the non-compete, confidentiality or non-solicit provisions of the BGC Holdings Limited Partnership Agreement related to these awards were violated, were also extremely retentive.
+Added: In addition, prior to the Corporate Conversion, we paid amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations.
+Added: We also enter into various agreements with certain of our employees, and prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.
+Added: Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of our employees’ shares of BGC Class A common stock.
+Added: In addition, certain loans may be forgiven over a period of time.
+Added: We believe that these loans incentivize and promote retention of our employees.
+Added: Compensation Recovery/Clawback Policy
+Added: The Company has adopted a Clawback Policy for its executive officers effective as of December 1, 2023, with retroactive applicability to October 2, 2023.
+Added: The Clawback Policy applies to Incentive-Based Compensation.
+Added: The Clawback Policy provides for recovery of Incentive-Based Compensation received by a covered person in the event of an accounting restatement due to material noncompliance with financial reporting requirements that is in excess of the Incentive-Based Compensation that such person would have received based upon the restated financial reporting measure.
+Added: The Clawback Policy only applies to Incentive-Based Compensation and does not apply to compensation that is purely discretionary or purely based on subjective goals or goals unrelated to financial reporting measures.
Human Capital and Social Policies and Practices
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We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training.
−Removed: We are also committed to equal opportunity, diversity and other policies and practices designed to fulfill our commitment to social and human capital development.
+Added: We have a passionate commitment to charity.
Employee Diversity, Inclusion and Equal Opportunity
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We continue to develop initiatives to support these values.
+Added: Attracting and Retaining the Best Talent
Our recruitment, promotion and compensation processes are designed to enable us to treat employees fairly, and our compensation decisions are differentiated based on performance.
−Removed: Talent remains at the core of who we are as a company, and we remain committed to having a culture built around inclusion and developing a diverse workforce.
−Removed: 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.
+Added: Our success depends on our ability to attract and retain talented, productive and skilled brokers and technologists and other employees to transact with our customers in a challenging and regulated environment that is experiencing ever-increasing competition for talent.
+Added: We are investing in creating a diverse, inclusive and incentivized work environment where our people can deliver their best work every day.
+Added: Talent remains at the core of who we are as a company, and we remain committed to having a culture built around inclusion which we expect will increase the diversity of our workforce.
+Added: We continue to work to enhance our ability to attract, develop and retain top talent with an emphasis on increasing opportunities for representation of traditionally underrepresented groups at all levels of the organization, encompassing people early in their careers and experienced personnel, and hiring, retention, and development initiatives with a focus on diversity and inclusion.
Our goal is to build an even more successful organization that more closely reflects our clients bases and 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 business and reputation.
−Removed: 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.
−Removed: These events and activities also allow our employees to support one another through a valuable exchange of experiences, advice and best practices for career success.
+Added: Employee Resource Groups
+Added: In order to incentivize and enable our employees to grow both professionally and personally, we build employee resource groups.
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 a range of early career work experiences and internship programs focusing on diverse talent, mentorship programs, and initiatives to foster women’s leadership.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: The Network of Women – The Network of Women (“NOW”) program supports the recruitment, development and retention of women across our organization.
+Added: NOW strives to offer a variety of opportunities and tools to help our employees make new professional contacts, find mentors, and develop their careers with the goal of advancing our business reputation.
+Added: These events and activities also provide opportunities for our members to support one another through a valuable exchange of experiences, advice and best practices for career success.
+Added: As an organization dedicated to economic growth, opportunity, integrity, and commitment, we seek to empower women within BGC and within the communities we affect and serve as a business.
+Added: The work of our long-standing Network of Women is a key driving force in accomplishing this goal.
+Added: The Rising Professionals League – The Rising Professionals League (“RPL”) was introduced to build upon the legacy of Cantor Fitzgerald by inspiring early career professionals to grow professionally and socially while promoting a cohesive environment and positively impacting the community.
+Added: RPL strives to instill a strong sense of inclusion and belonging for early career professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.
Employee Engagement, Communication, Management and Leadership Training and Development
−Removed: 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.
+Added: We are investing in our employees’ long-term development and engagement by delivering training and development programs and fostering a culture where our people can thrive and maximize their potential.
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.
−Removed: 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.
+Added: We also provide or support periodic job-specific and other developmental training for our employees so they can maximize their potential, as well as a tuition reimbursement program for eligible employees.
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.
−Removed: This training is supplemented by a library of online training courses that managers and employees may access.
−Removed: 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: This training is supplemented by a library of online training courses that managers and employees have access to on a number of topics to assist them in their career development and, if applicable, management skills.
+Added: Our individual business lines offer ongoing learning and development opportunities tied to deepening the understanding of the subject matter expertise of their professionals.
We also have intern and early career programs throughout the year in various parts of our business.
−Removed: Our success depends on employees' understanding how their work and engagement contribute to our strategy, culture, values, and regulatory environment.
−Removed: 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.
+Added: Our success depends on employees’ understanding of how their work and engagement contribute to our strategy, culture, values, and regulatory environment.
+Added: 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 RPL, and social and family outings and events.
+Added: We have also rolled out organizational Core Values (Integrity, Commitment and Opportunity), appointed Culture Champions in our London office, and implemented other initiatives which seek to embed these values and drive an enhanced culture across our workforce.
+Added: 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 our 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, including discussing business strategies and challenges with our existing senior business leaders.
+Added: The Board may also discuss short-term succession in the event that certain of the senior executive officers should, on an interim or unexpected basis, become temporarily unable to fulfill their duties.
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.
−Removed: 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
−Removed: 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: In April 2021, we established a Board-level ESG Committee to provide oversight with respect to our ESG policies and practices.
−Removed: 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.
−Removed: 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.
−Removed: O ur Environmental Focus, Environmental Markets and Sustainable Business Practices
+Added: We believe that our 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.
+Added: In April 2021, we established a Board-level ESG Committee to provide oversight with respect to our ESG and sustainability policies and practices.
+Added: The ESG Committee charter may be found on our website at www.bgcg.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 www.bgcg.com/esg.
+Added: Our 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.
As a responsible business operating within financial services, we are actively aware of climate change and other major issues affecting the environment.
−Removed: We believe BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets.
−Removed: 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, thereby supporting our clients' efforts to meet their emission reduction goals through the provision of brokerage services.
−Removed: For more information on BGC Environmental Brokerage Services, please visit https:// www.bgcebs.com.
+Added: Our philosophy is that long-term change in the way in which we use energy, and our collective impact on the environment, cannot happen without the involvement of the world’s capital markets.
+Added: Sustainable Business Practices
+Added: We aim to be a leading broker for the transition to a green economy, and we believe BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets.
+Added: Our Environmental Brokerage Services business, established in 2011, provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.
+Added: For decades, we have helped clients worldwide navigate 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: In 2023, we announced the launch of our Weather Derivatives business, expanding BGC’s brokerage business into the weather and climate space.
+Added: The Weather Derivatives business helps market participants analyze climate-related risks and mitigate their financial exposure.
+Added: We are providing liquidity to these increasingly important markets as the role of weather and climate change impacts the way risk is managed.
+Added: The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
+Added: For more information on BGC Environmental Brokerage Services, please visit www.bgcebs.com .
+Added: Workplace Strategies
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.
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We intend to continue to work on these initiatives.
−Removed: 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.
−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 proxy statement for our annual meeting of stockholders.
−Removed: For more information about these initiatives as they evolve, visit our website at https://www.bgcpartners.com/esg/environmental.
−Removed: Legal Proceedings
−Removed: See Note 19—“ Commitments, Contingencies and Guarantees ” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the section under the heading “Derivative Suit” included in Part I, Item 7 of this Annual Report on Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations for a description of our legal proceedings.
+Added: For more information about these initiatives as they evolve, visit our website at www.bgcg.com/esg/environmental .
+Added: To learn more about our policies and practices and our continuing efforts related to Human Capital Management, ESG and sustainability matters, please refer to the ESG and sustainability section of our website at www.bgcg.com/esg and to our periodic reports filed under the Exchange Act for further information.
+Added: You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Hedging Policy, Environmental Policy, information about our charitable initiatives and other ESG and sustainability policies and practices on our website.
+Added: The information contained on, or that may be accessed through, our websites or other websites referenced herein, is not part of, and not incorporated into, this document.
OUR ORGANIZATIONAL STRUCTURE
−Removed: Dual Class Equity Structure of BGC Partners, Inc.
+Added: Dual Class Equity Structure of BGC Group, Inc.
We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock.
+Added: We expect to retain and have no plans to change our dual class structure.
BGC Class A common stock.
2 unchanged sentences
On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program.
−Removed: 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: 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.
−Removed: 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.
−Removed: As of December 31, 2022, Cantor and CFGM held no shares of BGC Class A common stock.
+Added: 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, as amended and restated effective as of October 5, 2023 with such modifications thereto as necessary to reflect the Corporate Conversion.
+Added: Prior to the Corporate Conversion, Cantor, CFGM and other Cantor affiliates were entitled to exchange BGC Partners Class A common stock into shares of BGC Partners Class B common stock from time to time, on a one-to-one basis, subject to adjustment.
+Added: See Exchange Agreement with Cantor Prior to the Corporate Conversion” for more information.
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.
2 unchanged sentences
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.
−Removed: We expect to retain and have no plans to change our dual class structure.
−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 Exchange Agreement.
−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, 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: As of December 31, 2023, Cantor and CFGM held an aggregate of 96.3 million shares of BGC Class B common stock, representing 88.0% of the outstanding shares of BGC Class B common stock and approximately 64.8% of our total voting power.
+Added: As of December 31, 2023, Mr.
+Added: Lutnick and individuals related to Mr.
+Added: Lutnick owned 13.1 million shares of our outstanding Class B common stock, representing 12.0% of the outstanding shares of BGC Class B common stock and approximately 8.9% of our total voting power.
+Added: Together, Cantor, CFGM, Mr.
+Added: Lutnick and individuals related to Mr.
+Added: Lutnick owned 100.0% of the outstanding shares of BGC Class B common stock and approximately 73.7% of our total voting power.
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 12.1% 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: Accordingly, if Cantor, CFGM, Mr.
+Added: Lutnick and individuals related to Mr.
+Added: Lutnick converted all of their BGC Class B common stock into BGC Class A common stock on December 31, 2023, Cantor would have held 18.7% of the voting power of our outstanding capital stock, CFGM would have held 0.6% of the voting power, Mr.
+Added: Lutnick and individuals related to Mr.
+Added: Lutnick would have held 6.4% of the voting power, and the public stockholders would have held 74.3% of the voting power of our outstanding capital stock (and Cantor and CFGM’s indirect economic interests in BGC U.S.
and BGC Global would remain unchanged).
−Removed: The diagram does not reflect certain BGC Holdings partnership units as follows:
−Removed: (a) 43.9 million Preferred Units, including Preferred N Units, granted and outstanding to BGC Holdings partners (see “BGC Partners, Inc.
−Removed: Partnership Structure” herein);
−Removed: and (b) 50.1 million N Units, excluding Preferred N Units, granted and outstanding to BGC Holdings partners.
−Removed: BGC Partners, Inc.
−Removed: Partnership Structure
+Added: As a result of the Corporate Conversion, 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.
+Added: On July 2, 2023, Cantor distributed an aggregate of 15.8 million shares of Class B common stock held by it in satisfaction of its remaining deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares.
+Added: 14.0 million of the July 2023 distribution shares were distributed to satisfy April 2008 distribution rights shares and 1.8 million of the July 2023 distribution shares were distributed to satisfy February 2012 distribution rights shares.
+Added: 15.4 million of the July 2023 distribution shares will remain Class B common stock in the hands of the recipient, and 0.4 million of such shares were converted into an equivalent number of shares of Class A common stock in the hands of the recipient pursuant to the terms of BGC Group’s Amended and Restated Certificate of Incorporation.
+Added: Upon distribution of the July 2023 distribution shares, Cantor satisfied all obligations to deliver shares of common stock to satisfy the April 2008 distribution rights shares and February 2012 distribution rights shares.
+Added: Exchange Agreement with Cantor Prior to the Corporate Conversion
+Added: On June 5, 2015, we entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Partners Class B common stock the right to exchange BGC Partners Class A common stock into
+Added: shares of BGC Partners Class B common stock from time to time, on a one-to-one basis, subject to adjustment.
+Added: As of December 31, 2023, Cantor and CFGM did not own any shares of BGC Partners Class A common stock.
+Added: In connection with the Corporate Conversion on July 1, 2023, the Exchange Agreement with Cantor terminated in accordance with its own terms.
+Added: Amendments to the BGC Holdings Partnership Agreement Prior to the Corporate Conversion
+Added: 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.
+Added: The BGC Holdings Partnership Agreement also removed certain classes of BGC Holdings units that were no longer outstanding, and permitted the general partner of BGC Holdings to determine the total number of authorized BGC Holdings units.
+Added: The BGC Holdings Limited Partnership Agreement was approved by the Audit Committee of the Board of Directors of BGC Partners.
+Added: On March 10, 2023, BGC Holdings entered into the LPA Amendment.
+Added: The LPA Amendment revised certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity” provisions in the BGC Holdings Partnership Agreement.
+Added: Specifically, the LPA Amendment (i) reduced the length of the post-termination period during which a partner must refrain from soliciting or doing business with customers, soliciting employees, engaging in a “Competing Business,” or otherwise refraining from harming the partnership;
+Added: and (ii) revised the scope of the non-compete under the “Partner Obligations” and “Competitive Activity” provisions in the BGC Holdings Limited Partnership Agreement to cover “Competing Businesses” (as defined therein) for which a partner performed the same or similar services (a) involving a product, product line or type, or service of a “Protected Affiliate” (as defined therein) within a specific geographic area, (b) involving a “Client” or a “Client Representative” (each as defined therein) of a Protected Affiliate, or (c) for which the likely disclosure of confidential information was inevitable.
+Added: The LPA Amendment was approved by the Board of Directors and Audit and Compensation Committee of BGC Partners.
+Added: Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the Corporate Conversion
+Added: Prior to the Corporate Conversion, our executives and front-office employees held partnership stakes in us and our subsidiaries and generally received their equity compensation through LPUs.
+Added: Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.
+Added: Following the Corporate Conversion, the equity portion of our compensation structure is no longer based upon the issuance of partnership units but instead based upon the use of equity awards issued under the Equity Plan in order to incentivize and retain our employees, executive officers, and directors, such as RSUs.
+Added: Prior to the Corporate Conversion, while BGC Holdings limited partnership interests generally entitled 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 were only entitled to receive over time, and provided he or she did not violate certain partner obligations, an amount for his or her BGC Holdings limited partnership interests that reflected 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 at that time, otherwise determined.
+Added: We also could have effected redemptions of BGC Holdings LPUs and FPUs and concurrently granted shares of our Class A common stock, or could have granted 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 determined and, in the case of working partners and limited partnership unit holders, if we, as the BGC Holdings general partner at that time, with Cantor’s consent, determined otherwise) and thereby allowed them to realize any higher value associated with our Class A common stock.
+Added: Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited partnership agreement.
+Added: Limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings (received in connection with the Spin-Off) consist of:
+Added: (i) “founding/working partner units” held by limited partners who are employees of the relevant company;
+Added: (ii) “limited partnership units,” which consist of a variety of units that are generally held by employees such as REUs, RPUs, PSUs, PSIs, PSEs, HDUs, U.K.
+Added: LPUs, APSUs, APSIs, APSEs, AREUs, ARPUs and N Units;
+Added: (iii) “Cantor units” which are the exchangeable limited partnership interests held by Cantor entities;
+Added: and (iv) Preferred Units, which are working partner units that may be awarded to holders of, or contemporaneous with, the grant of certain limited partnership units.
+Added: These Preferred Units carried the same name as the underlying unit, with the insertion of an additional “P” to designate them as Preferred Units.
+Added: Such Preferred Units could not be made exchangeable into BGC Class A common stock and accordingly were not included in the fully diluted share count.
+Added: Each quarter, the net profits of BGC Holdings were allocated to such Preferred 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
+Added: the quarterly BGC Holdings distribution for the remaining BGC Holdings units.
+Added: The Preferred Units were not entitled to participate in BGC Holdings distributions other than with respect to the Preferred Distribution.
+Added: Non-distributing partnership units, or N Units, carried the same name as the underlying unit with the insertion of an additional “N” to designate them as the N Unit type and were designated as NREUs, NPREUs, NLPUs, NPLPUs and NPPSUs.
+Added: The N Units were not entitled to participate in BGC Holdings distributions, were not allocated any items of profit or loss and were not 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 have been converted into the underlying unit type (i.e., an NREU could be converted into an REU) and could 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.
+Added: Cantor’s Right to Purchase Cantor Units Prior to the Corporate Conversion
+Added: Prior to the Corporate Conversion, Cantor had the right to purchase Cantor units from BGC Holdings upon redemption of non-exchangeable FPUs redeemed by BGC Holdings upon termination or bankruptcy of the Founding/Working Partner.
+Added: In addition, where either current, terminating, or terminated partners were permitted by the Company to exchange any portion of their FPUs and Cantor consented to such exchangeability, the Company would offer to Cantor the opportunity for Cantor to purchase the same number of Cantor units in BGC Holdings at the price that Cantor would have paid for Cantor units had the Company redeemed the FPUs.
+Added: If Cantor acquired any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor would be entitled to the benefits (including distributions) of such units it acquired from the date of termination or bankruptcy of the applicable Founding/Working Partner.
+Added: On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of (i) 533,757 Cantor units for aggregate consideration of $1,051,080 as a result of the redemption of 533,757 FPUs, and (ii) 85,775 Cantor units for aggregate consideration of $173,154 as a result of the exchange of 85,775 FPUs.
+Added: On June 30, 2023, Cantor purchased from BGC Holdings an aggregate 143,885 Cantor units for aggregate consideration of $285,421 as a result of the redemption of 143,885 FPUs.
+Added: In connection with the Corporate Conversion, on June 30, 2023, Cantor purchased from BGC Holdings an aggregate of 5,605,547 Cantor units for aggregate consideration of $10,029,063 as a result of the redemption and exchange of the remaining 5,605,547 FPUs outstanding at that time.
+Added: Following such purchases, there were no FPUs remaining in BGC Holdings.
+Added: BGC OpCos Partnership Structures
We are a holding company with no direct operations, and our business is operated through two operating partnerships, BGC U.S.
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businesses, and BGC Global OpCo, which holds our non-U.S.
−Removed: The limited partnership interests of the two operating partnerships are held by us and BGC Holdings, and the limited partnership interests of BGC Holdings are currently held by LPU holders, Founding Partners, and Cantor.
−Removed: We hold the BGC Holdings general partnership interest and the BGC Holdings special voting limited partnership interest, which entitle us to remove and appoint the general partner of BGC Holdings, and serve as the general partner of BGC Holdings, which entitles us to control BGC Holdings.
−Removed: BGC Holdings, in turn, holds the BGC U.S.
+Added: Prior to the Corporate Conversion, the limited partnership interests of the two operating partnerships were held by us and BGC Holdings, and the limited partnership interests of BGC Holdings were held by LPU holders, Founding Partners, and Cantor.
+Added: We held the BGC Holdings general partnership interest and the BGC Holdings special voting limited partnership interest, which entitled us to remove and appoint the general partner of BGC Holdings, and served as the general partner of BGC Holdings, which entitled us to control BGC Holdings.
+Added: BGC Holdings, in turn, held the BGC U.S.
OpCo general partnership interest and the BGC U.S.
−Removed: 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
−Removed: 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.
−Removed: OpCo and BGC Global OpCo, all of which entitle BGC Holdings (and thereby us) to control each of BGC U.S.
−Removed: OpCo and BGC Global OpCo.
−Removed: BGC Holdings holds its BGC Global OpCo general partnership interest through a company incorporated in the Cayman Islands, BGC Global Holdings GP Limited.
−Removed: As of December 31, 2022, we held directly and indirectly, through wholly-owned subsidiaries, 371.7 million BGC U.S.
−Removed: OpCo limited partnership units and 371.7 million BGC Global OpCo limited partnership units, representing approximately 76.9% of the outstanding limited partnership units in both BGC U.S.
−Removed: OpCo and BGC Global OpCo.
−Removed: As of that date, BGC Holdings held 111.4 million BGC U.S.
−Removed: 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.
+Added: OpCo special voting limited partnership interest, which entitled the holder thereof to remove and appoint 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 interest, which entitled the holder thereof to remove and appoint the general partner of BGC Global OpCo, and served as the general partner of BGC U.S.
+Added: OpCo and BGC Global OpCo, all of which entitled BGC Holdings (and thereby us) to control each of BGC U.S.
OpCo and BGC Global OpCo.
−Removed: LPU holders, Founding Partners, and Cantor directly hold BGC Holdings limited partnership interests.
−Removed: Since BGC Holdings in turn holds BGC U.S.
−Removed: OpCo limited partnership interests and BGC Global OpCo limited partnership interests, LPU holders, Founding Partners, and Cantor indirectly have interests in BGC U.S.
+Added: Since BGC Holdings held BGC U.S.
+Added: OpCo limited partnership interests and BGC Global OpCo limited partnership interests, LPU holders, Founding Partners, and Cantor indirectly had interests in BGC U.S.
OpCo limited partnership interests and BGC Global OpCo limited partnership interests.
Further, in connection with the Separation and Distribution Agreement, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who at that time held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, equal in number to a BGC Holdings limited partnership interest divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings).
−Removed: 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 also have an indirect interest in Newmark OpCo.
−Removed: 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.
−Removed: We may in the future effect additional redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of BGC Class A common stock.
−Removed: We may also continue our earlier partnership restructuring programs, whereby we redeemed or repurchased certain LPUs and FPUs in exchange for new units, grants of exchangeability for BGC Class A common stock or cash and, in many cases, obtained modifications or extensions of partners’ employment arrangements.
−Removed: We also generally expect to continue to grant exchange rights with respect to outstanding non-exchangeable LPUs and FPUs, and to repurchase BGC Holdings partnership interests from time to time, including from Cantor, our executive officers, and other employees and partners, unrelated to our partnership restructuring programs.
−Removed: Cantor units in BGC Holdings are generally exchangeable under the Exchange Agreement for up to 23.6 million shares of BGC Class B common stock (or, at Cantor’s option or if there are no such additional authorized but unissued shares of our Class B common stock, BGC Class A common stock) on a one-for-one basis (subject to adjustments).
−Removed: Upon certain circumstances, Cantor may have the right to acquire additional Cantor units in connection with the redemption of or grant of exchangeability to certain non-exchangeable BGC Holdings FPUs owned by persons who were previously Cantor partners prior to our 2008 acquisition of the BGC business from Cantor.
−Removed: Cantor has exercised this right from time to time.
−Removed: 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.
−Removed: 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: 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.
−Removed: 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.
−Removed: These Preferred Units carry the same name as the underlying unit, with the insertion of an additional “P” to designate them as Preferred Units.
−Removed: 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 BGC Holdings distribution for the remaining BGC Holdings units.
−Removed: The Preferred Units will not be entitled to participate in BGC Holdings distributions other than with respect to the Preferred Distribution.
−Removed: As of December 31, 2022, there were 43.9 million such units, including Preferred N Units, granted and outstanding.
−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 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2022, Cantor and CFGM do not own any shares of BGC Class A common stock.
−Removed: Cantor and CFGM would also have the right to exchange any shares of BGC Class A common stock subsequently acquired by either of them for shares of BGC Class B common stock, up to 23.6 million shares of BGC Class B common stock.
−Removed: We and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from the aggregate number of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of exchangeable LPUs in BGC Holdings.
−Removed: Accordingly, the Cantor entities will not be entitled to receive any more shares of BGC Class B common stock under this agreement than they were previously eligible to receive upon exchange of exchangeable LPUs.
−Removed: 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 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.
−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 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.
−Removed: 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.
−Removed: The Second Amended and Restated BGC Holdings Partnership Agreement, among other things, reflects changes resulting from the division in the Separation of BGC Holdings into BGC Holdings and Newmark Holdings, including:
−Removed: • an apportionment of the existing economic attributes (including, among others, capital accounts and post-termination payments) of each BGC Holdings LPU outstanding immediately prior to the Separation between such Legacy BGC Holdings Unit and the 0.4545 of a Newmark Holdings LPU issued in the Separation in respect of each such Legacy BGC Holdings Unit, based on the relative value of BGC and Newmark as of after the Newmark IPO;
−Removed: • a right of the employer of a partner to determine whether to grant exchangeability with respect to Legacy BGC Holdings Units held by such partner.
−Removed: The Second Amended and Restated BGC Holdings Partnership Agreement also removes certain classes of BGC Holdings units that are no longer outstanding and permits the general partner of BGC Holdings to determine the total number of authorized BGC Holdings units.
−Removed: The Second Amended and Restated BGC Holdings Limited Partnership Agreement was approved by the Audit Committee of the Board of Directors of the Company.
−Removed: The following diagram illustrates our organizational structure as of December 31, 2022.
+Added: Accordingly, existing partners at the time of the Separation in BGC Holdings are also partners in Newmark Holdings and received corresponding units issued at the applicable ratio.
+Added: Thus, such partners have an indirect interest in Newmark OpCo.
+Added: As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were redeemed or exchanged, in each case, for shares of BGC Class A common stock or cash.
+Added: Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, we became the owner of all of the limited partnership interests of the two BGC operating partnerships, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.
+Added: Pre-Corporate Conversion Structure of BGC Partners, Inc.
+Added: as of June 30, 2023
+Added: The diagram below reflects the ownership structure of BGC Partners and BGC Holdings as of June 30, 2023 and prior to the Corporate Conversion.
The diagram does not reflect the various subsidiaries of BGC, BGC U.S.
−Removed: OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries other than Cantor’s units in BGC Holdings.
−Removed: The diagram does not take into account the effects of the Corporate Conversion.
−Removed: STRUCTURE OF BGC PARTNERS, INC.
−Removed: AS OF DECEMBER 31, 2022
−Removed: 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:
−Removed: (a) 27.1 million shares of BGC Class A common stock repurchased by us;
−Removed: (b) 12.8 million shares of BGC Class A common stock issued for vested N Units;
−Removed: (c) 9.7 million LPUs for
−Removed: vested N Units;
−Removed: (d) 3.6 million LPUs forfeited;
−Removed: (e) 3.3 million shares of BGC Class A common stock issued for vested restricted stock units;
−Removed: (f) an aggregate of 3.1 million LPUs granted by BGC Holdings;
−Removed: (g) 1.4 million LPUs and FPUs redeemed or repurchased by us for cash;
−Removed: (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.
−Removed: 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.
−Removed: (i) 0.4 million FPUs related to prior period adjustments;
−Removed: (j) 0.1 million LPUs related to prior period adjustments;
−Removed: 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.
−Removed: 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.
−Removed: 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").
−Removed: On July 8, 2022, we filed an amendment to the March 2021 Form S-3.
−Removed: On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Impact of Corporate Conversion
−Removed: See " — Our History — Corporate Conversion".
+Added: OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries that existed on June 30, 2023 other than Cantor’s units in BGC Holdings.
+Added: The diagram also does not reflect certain BGC Holdings partnership units and RSUs as follows, in each case as of June 30, 2023:
+Added: (a) 29.5 million Preferred Units, including Preferred N Units, granted and outstanding to BGC Holdings partners;
+Added: (b) 39.2 million N Units, excluding Preferred N Units, granted and outstanding to BGC Holdings partners;
+Added: (c) 22.5 million RSUs issued on June 30, 2023, in exchange for partners’ units in BGC Holdings;
+Added: (d) 12.3 million RSUs issued prior to June 30, 2023;
+Added: (e) RSU Tax Accounts associated with certain RSUs;
+Added: (f) 1.7 million contingent shares issued in exchange for former partners’ units in BGC Holdings;
+Added: and (g) 1.2 million contingent shares related to acquisitions.
+Added: The diagram reflects the following activity of BGC Class A common stock and BGC Holdings partnership unit activity from January 1, 2023 through June 30, 2023:
+Added: (a) 16.1 million shares of BGC Class A common stock issued for vested N Units;
+Added: (b) 2.4 million shares of BGC Class A common stock issued for vested RSUs;
+Added: (c) an aggregate of 4.3 million limited partnership units granted by BGC Holdings;
+Added: (d) 10.7 million shares of BGC Class A common stock repurchased by BGC
+Added: (e) 2.8 million shares of Class A common stock issued by BGC Partners under its acquisition shelf Registration Statement on Form S-4 (Registration No.
+Added: 333-169232), of which there were no shares remaining available for issuance under such Registration Statement as of June 30, 2023, and 2.3 million shares of Class A common stock issued by BGC Partners under the acquisition shelf 2019 Form S-4 Registration Statement (Registration No.
+Added: 333-233761) but not the 17.7 million of such shares remaining available for issuance by BGC Partners under such Registration Statement as of June 30, 2023;
+Added: (f) 0.5 million limited partnership units forfeited;
+Added: (g) 0.7 million limited partnership units related to prior period adjustments;
+Added: (h) 0.8 million limited partnership units for vested N Units;
+Added: and (i) 20 thousand shares issued by BGC Partners under its DRIP Registration Statement (Registration No.
+Added: 333-173109), but not the 9.2 million of such shares remaining available for issuance by BGC Partners under the DRIP Registration Statement as of June 30, 2023.
+Added: Current Structure of BGC Group, Inc.
+Added: as of December 31, 2023 (Following the Corporate Conversion)
+Added: The following diagram illustrates our organizational structure as of December 31, 2023.
+Added: The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S.
+Added: OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries.
+Added: The diagram also does not reflect certain ownership of BGC Group as follows:
+Added: (a) for purposes of economic percentages, 22.4 million shares of BGC Group Class A restricted common stock as these are not entitled to receive any dividends (however, these shares of BGC Group Class restricted common stock are included for voting power of BGC Group);
+Added: (b) 11.1 million assumed RSUs;
+Added: (c) 37.3 million RSUs converted from former partners’ units in BGC Holdings;
+Added: (d) 16.3 million RSUs issued in relation to employee compensation;
+Added: (e) 5.9 million contingent shares to be issued to terminated employees per their respective separation agreements;
+Added: and (f) 0.8 million contingent shares issued in exchange for acquisition units.
+Added: * Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.
+Added: ** BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non-wholly owned subsidiaries.
+Added: *** Public stockholders includes unrestricted shares owned by employees, executives, and directors due to an inability to track such shares once they leave the Company’s transfer agent.
+Added: The diagram reflects the following activity of BGC Class A common stock, BGC Class B common stock, and BGC Holdings partnership unit activity from July 1, 2023 through December 31, 2023 as:
+Added: (a) 64.0 million shares of BGC Class B common stock issued to Cantor in exchange for Cantor’s 64.0 million BGC Holdings partnership units;
+Added: (b) 5.8 million shares of restricted BGC Class A common stock issued for limited partnership interests;
+Added: (c) 15.8 million shares of BGC Class B common stock distributed by Cantor in satisfaction of its remaining deferred share distribution obligations pursuant to distribution rights
+Added: provided to certain current and former partners of Cantor;
+Added: (d) the restrictions released on 9.3 million shares of BGC Class A common stock;
+Added: (e) 0.4 million shares of BGC Class A common stock which were converted from 0.4 million shares of Class B common stock distributed by Cantor in satisfaction of its remaining deferred share distribution obligations pursuant to distribution rights provided to certain current and former partners of Cantor;
+Added: (f) 12.6 million shares of BGC Class A common stock repurchased by us;
+Added: and (g) 10.4 million shares of BGC Class A common stock issued for vested RSUs;
+Added: (h) 0.4 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units;
+Added: and (i) 0.5 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings;
+Added: (j) 1.2 million shares of BGC Class A restricted common stock forfeited by former partners and employees;
+Added: (k) 2.5 million shares of BGC Class A common stock issued for compensation.
+Added: No shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No.
+Added: 333-233761) between July 1, 2023 and December 31, 2023;
+Added: 17.7 million of such shares remain available for issuance by us under such Registration Statement.
+Added: Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP Registration Statement (Registration No.
+Added: 333-173109) between July 1, 2023 and December 31, 2023;
+Added: 9.2 million of such shares remain available for issuance by us under the DRIP Registration Statement.
WHERE YOU CAN FIND MORE INFORMATION
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These filings are available to the public from the SEC’s website at www.sec.gov .
−Removed: Our website address is www.bgcpartners.com.
+Added: Our website address is www.bgcg.com .
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:
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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.