Obligation GFI Group Inc 8.375% ( US361652AA88 ) en USD

GFI Group Inc

99.9 % ⇌

Etats-unis

US361652AA88 ( en USD )

8.375% par an ( paiement semestriel )

18/07/2018 - Obligation échue

Prospectus brochure de l'obligation GFI Group Inc US361652AA88 en USD 8.375%, échue

2 000 USD

240 000 000 USD

361652AA8

L'Obligation émise par GFI Group Inc ( Etats-unis ) , en USD, avec le code ISIN US361652AA88, paye un coupon de 8.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/07/2018

L'Obligation émise par GFI Group Inc ( Etats-unis ) , en USD, avec le code ISIN US361652AA88, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par GFI Group Inc ( Etats-unis ) , en USD, avec le code ISIN US361652AA88, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
424B3 1 a2206414z424b3.htm 424B3
Use these links to rapidly review the document
Table of Contents
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-177459
PROSPECTUS

OFFER TO EXCHANGE
Up to $250,000,000 aggregate principal amount at maturity of its 8.375% Senior Notes due 2018
registered under the Securities Act of 1933 for any and all if its outstanding 8.375%
Senior Notes due 2018
·
We are offering to exchange new registered 8.375% senior notes due 2018, which we refer to herein as the "exchange
notes," for any or all of our outstanding unregistered 8.375% senior notes due 2018, which we refer to herein as the
"original notes." On July 19, 2011, we completed an offering of $250.0 million aggregate principal amount at maturity
of the original notes. We refer herein to the exchange notes and the original notes, collectively, as the "notes."
·
The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that
the exchange notes will not have transfer restrictions and you will not have registration rights.
·
We will exchange all original notes that you validly tender and do not validly withdraw before the exchange offer
expires for an equal principal amount of exchange notes.
·
The exchange offer expires at 5:00 p.m., New York City time, on December 14, 2011, unless extended.
·
The exchange offer is subject to customary conditions that we may waive.
·
Tenders of outstanding original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the
expiration date of the exchange offer.
·
The exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax
purposes.
·
If you fail to tender your original notes and we consummate the exchange offer, you will continue to hold unregistered
securities and it may be difficult for you to transfer them.
·
There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange
notes on any securities exchange or market quotation system.
·
We will not receive any proceeds from the exchange offer.
1 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
See "Risk Factors" beginning on page 11 for a discussion of matters you should consider before you
participate in the exchange offer.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is November 15, 2011.
2 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
iii

PROSPECTUS SUMMARY
1

RISK FACTORS
11

USE OF PROCEEDS
37

CAPITALIZATION
38

THE EXCHANGE OFFER
39

DESCRIPTION OF THE EXCHANGE NOTES
48

BOOK ENTRY, DELIVERY AND FORM
60

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
63

PLAN OF DISTRIBUTION
68

LEGAL MATTERS
69

EXPERTS
69

WHERE YOU CAN FIND MORE INFORMATION
69

INCORPORATION OF DOCUMENTS BY REFERENCE
70
This prospectus incorporates important business and financial information about us that is not included in or delivered
with this prospectus. You may read and download our filings over the Internet from several commercial document retrieval
services, as well as at the SEC's website at www.sec.gov. Additionally, we will provide this information to you at no charge
upon written or oral request directed to Legal Department, GFI Group Inc., 55 Water St., New York, New York 10041
(telephone number (212) 968-4100). In order to ensure timely delivery of this information, any request should be made by five
business days prior to the expiration date of the exchange offer.
The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically
indicates that another date applies. No dealer, salesperson or other individual has been authorized to give any information or to make
any representations not contained in this prospectus in connection with the exchange offer. If given or made, such information or
representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this
prospectus or in our affairs since the date hereof.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus
states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in
exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or
other trading activities. We have agreed that, during the period required by the Securities Act, we will make this prospectus available
to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
i
3 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
NOTICE TO INVESTORS
This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects.
However, we refer you to the actual agreements for complete information relating to those agreements and all summaries of such
agreements contained in this prospectus are qualified in their entirety by this reference. To the extent that any such agreement is
attached as an exhibit to this registration statement, we will make a copy of such agreement available to you upon request.
The notes will be available in book-entry form only. The notes exchanged pursuant to this prospectus will be issued in the form
of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and
transfer of the global certificates will be effected only through, records maintained by DTC and its participants. After the initial
issuance of the global certificates, notes in certificated form will be issued in exchange for global certificates only in the limited
circumstances set forth in the indenture governing the notes, or the indenture. See "Book-Entry, Delivery and Form."
Except as otherwise indicated or as the context otherwise requires, all references in this prospectus to, the terms "Company,"
"we," "us," "our," or "GFI Group" mean GFI Group Inc. and its consolidated subsidiaries
Market and Industry Data
We obtained the industry, market and competitive position data included and incorporated by reference in this prospectus from
our own internal estimates and research, as well as from industry publications and research, surveys and studies conducted by third
parties. Industry publications, research surveys and studies generally state that they have been obtained from sources believed to be
reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these
publications, studies and surveys is reliable, we have not independently verified industry, market and competitive position data from
third party sources. While we believe our internal business research is reliable and the market definitions are appropriate, neither
such research nor these definitions have been verified by any independent source. Accordingly, investors should not place undue
weight on the industry and market share data presented in this prospectus.
ii
4 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
This prospectus and our filings with the SEC that are incorporated by reference in this prospectus may contain "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements include, without
limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the
words "believe," "anticipate," "expect," "estimate," "intend," "project," "will be," "will likely continue," "will likely result," or
words or phrases of similar meaning. These forward looking statements are based largely on the expectations of management and are
subject to a number of risks and uncertainties including, but not limited to, the following:
·
our ability to attract and retain key personnel, including highly qualified brokerage personnel;
·
our entrance into new brokerage markets, including investments in establishing new brokerage desks;
·
competition from current and new competitors;
·
risks associated with our matched principal and principal trading businesses, including risks arising from specific
brokerage transactions, or series of brokerage transactions, such as credit risk, market risk or the risk of fraud or
unauthorized trading;
·
the extensive regulation of the Company's business, changes in laws and regulations governing our business and
operations or permissible activities and our ability to comply with such laws and regulations;
·
our ability to obtain and maintain regulatory approval to conduct our business in light of certain proposed changes in
laws and regulations in the United States and Europe and increased operational costs related to compliance with such
changes in laws and regulations;
·
our ability to keep up with rapid technological change and to continue to develop and support our electronic brokerage
systems in a cost-effective manner;
·
economic, political and market factors affecting trading volumes, securities prices, or demand for our brokerage
services, including recent conditions in the world economy and financial markets in which we provide our services;
·
financial difficulties experienced by our customers or key participants in the markets in which we focus our brokerage
services;
·
our ability to assess and integrate acquisitions of businesses or technologies;
·
the maturing of key markets and any resulting contraction in commissions;
·
risks associated with the expansion and growth of our operations generally or of specific products or services,
including, in particular, our ability to manage our international operations;
·
uncertainties associated with currency fluctuations;
·
our failure to protect or enforce our intellectual property rights;
·
uncertainties relating to litigation;
·
liquidity and clearing capital requirements and the impact of the conditions in the world economy and the financial
markets in which we provide our services on the availability and terms of additional or future capital;
·
our ability to identify and remediate any material weakness in our internal controls that could affect our ability to
prepare financial statements and reports in a timely manner;
5 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
iii
6 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents
·
the effectiveness of our risk management policies and procedures and the impact of unexpected market moves and
similar events;
·
future results of operations and financial condition; and
·
the success of our business strategies.
The foregoing risks and uncertainties, as well as those risks discussed under headings "Item 7--Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Item 7A--Quantitative and Qualitative Disclosures About Market
Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC on March 16, 2011
(our "10-K") and "Item 2--Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Item 3--Quantitative and Qualitative Disclosures About Market Risk" in our Quarterly Report on Form 10-Q for the period ended
September 30, 2011, as filed with the SEC on November 9, 2011 (our "10-Q"), incorporated by reference into this prospectus, may
cause actual results to differ materially from such forward looking statements. You should refer to the "Risk Factors" section for
specific risks that would cause actual results to be significantly different from those expressed or implied by these forward looking
statements. The information included herein and incorporated by reference herein is given as of the date of this prospectus, unless the
information specifically indicates that another date applies, and future events or circumstances could differ significantly from these
forward looking statements. We do not undertake to publicly update or revise any forward looking statements, whether as a result of
new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may affect
future results. In light of these risks and uncertainties, the forward looking events and circumstances discussed in this prospectus may
not occur and actual results could differ materially from those anticipated or implied in the forward looking statements. Accordingly,
readers of this prospectus are cautioned not to place undue reliance on the forward looking statements.
iv
7 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information about us and this exchange offering that is contained elsewhere in this
prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in
the exchange notes. You should read the entire prospectus carefully, especially the section describing the risks of investing in our
notes captioned "Risk factors" consolidated financial statements and accompanying footnotes thereto and the unaudited pro
forma condensed combined financial information included elsewhere herein or incorporated herein by reference before making
any investment decision.
Our Company
We are a leading provider of wholesale brokerage services, clearing services and electronic execution and trading support
products for global financial markets. We founded our business in 1987 and were incorporated under the laws of the State of
Delaware in 2001 to be a holding company for our subsidiaries. We provide brokerage and trade execution services, clearing
services, market data and trading platform and other software products to institutional customers in markets for a range of fixed
income, financial, equity and commodity instruments. We provide execution services for our institutional wholesale customers by
either matching their trading needs with counterparties having reciprocal interests or directing their orders to an exchange or other
trading venue. We have focused historically on more complex, and often less commoditized, markets for sophisticated financial
instruments, primarily over-the-counter ("OTC") derivatives, that offer an opportunity for higher commissions per transaction than the
markets for more standardized financial instruments. In recent years, we have developed other businesses that complement our
brokerage of OTC derivatives, such as cash equity and cash bond brokerage services, clearing services, market data and analytics
and trading software businesses. We have been recognized by various industry publications as a leading provider of institutional
brokerage and other services for a broad range of products in the fixed income, financial, equity and commodity markets on which we
focus.
We offer our customers a hybrid brokerage approach, combining a range of telephonic and electronic trade execution services,
depending on the nature of the products and the needs of the individual markets. We complement our hybrid brokerage capabilities
with decision support services, such as value added data and analytics products, real-time auctions and post-transaction services,
such as straight through processing ("STP"), clearing links and trade and portfolio management services.
During 2010, the financial markets experienced the beginning of a major global regulatory overhaul, as regulators and legislators
in the United States and abroad have proposed and, in some instances, already adopted a slate of regulatory changes that call for,
among other things, central clearing of certain derivatives, transparency and reporting of derivatives transactions, mandatory trading
of certain derivatives transactions on regulated exchanges or swap execution facilities and the required or increased use of electronic
trading system technologies. In the United States, The Dodd-Frank Wall Street Reform and Consumer Protection Act (the
"Dodd-Frank Act") was signed into law in July 2010. The Dodd-Frank Act created a new form of regulated entity known as a Swap
Execution Facility (referred to herein as a SEF) and mandated that all cleared swaps trade on either an exchange or SEF. We intend to
apply to become a SEF, and this process, including the regulatory implications and risks associated with it, are discussed throughout
this prospectus, including under the heading "Risk Factors."
At September 30, 2011, we employed 1,258 brokerage personnel (consisting of 1,017 brokers and traders and 241 trainees and
clerks) serving over 2,600 brokerage, software, analytics and market data customers, including leading commercial and investment
banks, corporations, insurance companies, asset managers and hedge funds, through our principal offices in New York, London, Paris,
Hong
1
8 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents
Kong, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Dubai, Dublin, Tel Aviv, Los Angeles, Englewood (NJ) and
Sugar Land (TX).
Based on the nature of our operations in each geographic region, our products and services, customers and regulatory
environment, we have four operating segments: Americas Brokerage; Europe, the Middle East and Africa ("EMEA") Brokerage; Asia
Brokerage; and Clearing and Backed Trading. Our brokerage operations provide brokerage services in four broad product categories:
fixed income, financial, equity and commodity. Our Clearing and Backed Trading segment encompasses our clearing, risk
management, settlement and other back-office services, as well as capital to start-up trading groups, small hedge funds, market makers
and individual traders. We also have an All Other segment, which captures revenues and costs that are not directly assignable to one
of the other operating business segments, primarily consisting of our corporate business activities and operations from trading systems
software, analytics and market data. See Note 19 to the Consolidated Financial Statements included in our 10-K, incorporated by
reference into this prospectus, for further information on our revenues by segment and geographic region.
Corporate Information
GFI Group Inc. is incorporated under the laws of the State of Delaware. GFI Group Inc. was formed in 1987. Our principal
executive offices are located at 55 Water St., New York, New York. Our telephone number is (212) 968-4100. GFI Group Inc.'s
website is located at www.gfigroup.com. GFI Group Inc.'s website and the information contained on the website or connected
thereto will not be deemed to be incorporated into this prospectus and you should not rely on any such information in making
your decision whether to purchase our securities.
2
9 of 84
11/16/2011 9:13 AM

http://www.sec.gov/Archives/edgar/data/1292426/000104746911009600...
Table of Contents
Summary of the Exchange Offer
On July 19, 2011, we completed an offering of $250.0 million aggregate principal amount at maturity of 8.375% senior notes due
2018, which we refer to herein as the "original notes" in a transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"). Proceeds from the issuance of the original notes were used to (i) repay the entire $135.0 million of
principal amount and any accrued and unpaid interest then outstanding under our Second Amended and Restated Credit Agreement,
dated as of December 20, 2010, by and among GFI Group Inc. and GFI Group Holdings Limited as borrowers, the Guarantors party
thereto, Bank of America, N.A. as administrative agent, Barclays Bank PLC and The Royal Bank of Scotland PLC as co-syndication
agents and the Lender's party thereto (our "Credit Agreement"), (ii) redeem all of the $60.0 million of principal amount of our 7.17%
Senior Notes, including payment of all accrued and unpaid interest thereunder and all premiums and transaction expenses associated
therewith and (iii) fund our working capital. In connection with the offering of the original notes, we entered into a registration rights
agreement with the initial purchaser of the original notes. In the registration rights agreement, we agreed to offer our new 8.375%
senior notes due 2018, which will be registered under the Securities Act, which we refer to herein as the "exchange notes" in
exchange for the original notes. This exchange offer satisfies our obligations under the registration rights agreement. We also agreed
to deliver this prospectus to the holders of the original notes. In this prospectus, we refer to the original notes and the exchange notes
collectively as the "notes." You should read the discussions under the headings "Summary--Summary of the Terms of the Exchange
Notes" and "Description of the Exchange Notes" for information regarding the exchange notes.
The Exchange Offer
This is an offer to exchange $1,000 in principal amount of the exchange notes for each
$1,000 in principal amount of outstanding original notes provided that no notes of $2,000
or less shall be accepted in part. The exchange notes are substantially identical to the
original notes, except that:

· the exchange notes will generally be freely transferable, other than as described in
this prospectus;

· the exchange notes will not contain any legend restricting their transfer;

· holders of the exchange notes will not be entitled to the rights of the holders of the
original notes under the registration rights agreement; and

· the exchange notes will not contain any provisions regarding the payment of
additional interest.

Based upon interpretations by the staff of the SEC set forth in no actions letters issued to
unrelated third parties, we believe that you can transfer the exchange notes without
complying with the registration and prospectus delivery provisions of the Securities Act if
you:

· acquire the exchange notes in the ordinary course of your business;

· are not and do not intend to become engaged in a distribution of the exchange notes;
3
10 of 84
11/16/2011 9:13 AM