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Automatic shelf registration statement of securities of well-known seasoned issuers

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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BGC PARTNERS, INC.

(Exact Name of Registrant as Specified in Its Charter)

499 Park Avenue

New York, New York 10022

(212) 610-2200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)

Stephen M. Merkel

Executive Vice President,

General Counsel and Secretary

BGC Partners, Inc.

499 Park Avenue

New York, New York 10022

(212) 610-2200

(212) 829-4708 fax

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Christopher T. Jensen

George G. Yearsich

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

(212) 309-6001 fax

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 under the Securities Exchange Act of 1934:

CALCULATION OF REGISTRATION FEE

BGC PARTNERS, INC.

8.125% Senior Notes due 2042 (8.125% Senior Notes)

5.375% Senior Notes due 2019 (5.375% Senior Notes)

4.50% Convertible Senior Notes due 2016 (Convertible Notes)

This prospectus of BGC Partners, Inc., which we refer to as BGC Partners, BGC, we, as, or our, may be used by our affiliate, Cantor Fitzgerald & Co., which we refer to as CF&Co., in connection with offers and sales by CF&Co. of our 8.125% Senior Notes, 5.375% Senior Notes and Convertible Notes (which are convertible into shares of our Class A Common Stock, par value $0.01 per share, which we refer to as our Class A common stock) in connection with ongoing market-making transactions. In this prospectus, we refer to the 8.125% Senior Notes, the 5.375% Senior Notes and the Convertible Notes collectively as the Securities. Market-making transactions in the Securities may occur in the open market or may be privately negotiated at prevailing market prices at a time of resale or at related or negotiated prices. In these transactions, CF&Co. may act as principal or agent, including as agent for the counterparty in a transaction in which CF&Co. acts as principal, or is agent for both counterparties in a transaction in which CF&Co. does not act as a principal. CF&Co. may receive compensation in the form of discounts and commissions, including from both counterparties in some cases. Other affiliates of ours may also engage in market-making transactions of this kind and may use this prospectus for that purpose.

We will not receive any proceeds from these market-making transactions.

Neither CF&Co., nor any other of our affiliates, has any obligation to make a market in our Securities, and CF&Co. or any such other affiliate may discontinue market-making activities at any time without notice.

The 8.125% Senior Notes are listed on the New York Stock Exchange under the symbol BGCA. Neither the 5.375% Senior Notes nor the Convertible Notes are listed on any exchange. Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol BGCP.

An investment in our securities involves risks. See Risk Factors beginning on page 3 of this prospectus, as well as the Risk Factors section of our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we refer to as the SEC, and any updates to those risk factors or new risk factors contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which we incorporate by reference herein.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 9, 2015.

TABLE OF CONTENTS

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference into this prospectus, our businesses, financial condition, results of operations and prospects might have changed.

i

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein or in documents incorporated by reference that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as may, will, should, estimates, predicts, potential, continue, strategy, believes, anticipates, plans, expects, intends and similar expressions are intended to identify forward-looking statements.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below and may impact either or both of our operating segments:

ii

iii

The foregoing risks and uncertainties, as well as any risks and uncertainties referred to under the heading Risk Factors and those incorporated by reference herein, may cause actual results and events to differ materially from the forward-looking statements. The information included or incorporated by reference is given as of the respective dates of this prospectus or the documents incorporated by reference herein, and future results or events 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.

iv

CERTAIN DEFINED TERMS

Unless we otherwise indicate or unless the context requires otherwise, any reference in this prospectus to:

v

vi

SUMMARY

This summary highlights selected information from this prospectus, but may not contain all information that may be important to you. The following summary is qualified in its entirety by the more detailed information included in or incorporated by reference into this prospectus. Before making your investment decision with respect to our Securities, you should carefully read this entire prospectus and the documents referred to in Where You Can Find More Information and Documents Incorporated by Reference. See the Certain Defined Terms section beginning on page v of this prospectus for the definition of certain terms used in this prospectus.

When we use the words BGC Partners, BGC, we, us, or our, we are referring to BGC Partners, Inc. and its consolidated subsidiaries.

The Company

We are a leading global brokerage company servicing the financial and real estate markets through our two segments, Financial Services and Real Estate Services. Our Financial Services segment specializes in the brokerage of a broad range of products, including fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit derivatives, energy and commodity derivatives and futures. We also provide a wide range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a broad range of financial and non-financial institutions. Our integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use voice, hybrid, or in many markets, fully electronic brokerage services in connection with transactions executed either over-the-counter or through an exchange. Through our BGC Trader , BGC Market Data, Trayport ® and FENICS ® brands, we offer financial technology solutions, market data, and analytics related to select financial instruments and markets.

On February 26, 2015, we successfully completed our tender offer to acquire shares of common stock, par value $0.01 per share, of GFI Group Inc., which we refer to as GFI, for $6.10 per share in cash and accepted for purchase 54.3 million shares, which we refer to as the Tendered Shares, tendered to us pursuant to our offer. We issued payment for the Tendered Shares on March 4, 2015 in the aggregate amount of $331.1 million. The Tendered Shares, together with the 17.1 million shares of GFI common stock then already owned by us, represented approximately 56% of GFIs then-outstanding shares of common stock as of the date of purchase. As part of a tender offer agreement with GFI, we became entitled to designate six out of eight directors on the GFI board of directors. These designees were appointed to the GFI board effective February 26, 2015. On April 28, 2015, we purchased from GFI approximately 43.0 million additional shares of GFI common stock, for an aggregate purchase price of $250 million paid in the form of a note, increasing our ownership of shares of GFI common stock to approximately 67%. We are obligated to enter into a back-end merger agreement to acquire the outstanding shares of GFI common stock that we do not own, subject to certain conditions, by December 21, 2015. It is expected that the merger will be completed no later than January 29, 2016.

On July 10, 2015, we and GFI entered into a guarantee agreement pursuant to which we have fully and unconditionally guaranteed the 8.375% GFI Notes, which we refer to as the BGC Guarantee. As a result of the BGC Guarantee, the ratings on the 8.375% GFI Notes were increased, and the penalty interest rate payable on the 8.375% GFI Notes was reduced to 25 basis points effective July 19, 2015.

GFI is a leading intermediary and provider of securities trading technologies and support services to the global OTC and listed markets. GFI serves more than 2,500 institutional clients in operating electronic and hybrid markets for cash and derivative products across multiple asset classes. While BGC and GFI are expected to remain separately branded divisions for the foreseeable future, GFI now operates as a controlled company and as a division of BGC within our Financial Services segment, reporting to Shaun Lynn, President of BGC and GFI, and its financial results are consolidated as part of BGC.

Newmark Grubb Knight Frank, which we refer to as NGKF, is a full-service commercial real estate platform that comprises our Real Estate Services segment. Through NGKF, we offer commercial real estate tenants, owners, investors and

developers a wide range of services, including leasing and corporate advisory, investment sales and financial services, consulting, project management, and property and facilities management.

Our customers include many of the worlds largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers and investment firms. We have offices in dozens of major markets, including New York and London, as well as Atlanta, Beijing, Bogota, Boston, Brussels, Buenos Aires, Cape Town, Charlotte, Chicago, Copenhagen, Dallas, Denver, Dubai, Dublin, Hong Kong, Houston, Istanbul, Johannesburg, Lima, Los Angeles, Madrid, Manila, Mexico City, Miami, Moscow, Nyon, Paris, Philadelphia, Rio de Janeiro, San Francisco, Santa Clara, Santiago, Săo Paulo, Seoul, Shanghai, Singapore, Sugar Land (TX), Sydney, Tel Aviv, Tokyo, Toronto, Washington, D.C. and Zurich.

Our Organizational Structure

We are a holding company, and our business is operated through two operating partnerships, BGC U.S., which holds our U.S. businesses, and BGC Global, which holds our non-U.S. businesses. 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 limited partnership unit holders, founding partners, and Cantor. 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. BGC Holdings, in turn, holds the BGC U.S. general partnership interest and the BGC U.S. special voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGC U.S., and the BGC Global general partnership interest and the BGC Global special voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGC Global, and serves as the general partner of BGC U.S. and BGC Global, all of which entitle BGC Holdings (and thereby us) to control each of BGC U.S. and BGC Global. BGC Holdings holds its BGC Global general partnership interest through a company incorporated in the Cayman Islands, BGC Global Holdings GP Limited.

Executive Offices

Our executive offices are located at 499 Park Avenue, New York, New York 10022, while our international headquarters are located at 1 Churchill Place, Canary Wharf, London E14 5RD, United Kingdom. Our telephone number is (212) 610-2200. Our website is located at www.bgcpartners.com , and our e-mail address is info@bgcpartners.com. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.

Ratio of Earnings to Fixed Charges

The following table presents the ratio of earnings to fixed charges for us and our consolidated subsidiaries for each of the periods indicated, including GFI beginning with the quarter ended March 31, 2015. See Ratio of Earnings to Fixed Charges.

RISK FACTORS

An investment in our Securities involves risks and uncertainties. You should consider carefully the risks described below, as well as the Risk Factors section in our latest Annual Report on Form 10-K filed with the SEC, and any updates to those risk factors or new risk factors contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which we incorporate by reference herein, as well as the other information included in this prospectus before making an investment decision. Any of the risk factors could significantly and negatively affect our businesses, financial condition, results of operations, cash flows, and prospects and the trading price of our Securities. You could lose all or part of your investment.

Risks Related to the Securities

The Securities are structurally subordinated to the obligations of our subsidiaries and to any secured indebtedness we may incur, and this may limit our ability to satisfy our obligations under the Securities.

The Securities are our senior unsecured obligations and rank equally with all of our other indebtedness that is not expressly subordinated to the Securities. However, the Securities will be structurally subordinated to all obligations of our subsidiaries and to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness.

We conduct substantially all of our operations through our subsidiaries. We do not have any material assets other than our direct and indirect ownership in the equity of our operating subsidiaries. As a result, our cash flow and our ability to service our debt, including the Securities, are dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us. Certain debt and security agreements entered into by our subsidiaries contain various restrictions, including restrictions on payments by our subsidiaries to us and the transfer by our subsidiaries of assets pledged as collateral. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of our subsidiaries, we, as an equity owner of such subsidiary, and therefore holders of our debt, including the Securities, will be subject to the prior claims of such subsidiarys creditors, including trade creditors, and any preferred equity holders.

The Securities will also be effectively subordinated to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will be entitled to proceed directly against the collateral that secures such secured indebtedness. Therefore, such collateral will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Securities, until such secured indebtedness is satisfied in full.

There are limited covenants and protections in the indentures governing the Securities.

While the indentures governing the Securities contain terms intended to provide protection to holders upon the occurrence of certain events involving significant corporate transactions, these terms are limited and may not be sufficient to protect an investment in the Securities. For example, there are no financial covenants. As a result, we are not restricted under the terms of the Securities from entering into transactions that could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or our credit ratings, or otherwise adversely affect the holders of the Securities.

Ratings of the Securities may not reflect all risks of an investment in the Securities and changes in our credit ratings could adversely affect the market price of the Securities.

Our long-term debt is currently rated by two nationally recognized statistical rating organizations. A debt rating is not a recommendation to purchase, sell or hold the Securities. Moreover, a debt rating does not reflect all risks of an investment in the Securities and does not take into account market price or suitability for a particular investor. The respective market prices for the Securities are based on a number of factors, including our ratings with major rating agencies. Rating agencies revise their ratings for the companies that they follow from time to time, and our ratings may be revised or withdrawn in their entirety at any time. We cannot be sure that rating agencies will maintain their current ratings. We undertake no obligation to maintain the ratings or to advise holders of Securities of any change in ratings. A negative change in our ratings could have an adverse effect on the market price or liquidity of the Securities.

Changes in the credit markets could adversely affect the market prices of the Securities.

The market prices of the Securities will be based on a number of factors, including:

The condition of the credit markets and prevailing interest rates have fluctuated in the past and can be expected to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the prices and liquidity of the Securities. In addition, the market price for the Convertible Notes will be impacted by the market price of our Class A common stock.

There may not be an active trading market for any of the Securities, which could adversely affect the prices of the Securities in the secondary market and a holders ability to resell its Securities should it desire to do so.

We cannot make any assurance as to:

Certain financial institutions (including CF&Co. and other affiliates of ours, who may use this prospectus to do so) may make a market in the Securities. However, no such financial institution, including CF&Co. and any such other affiliate, has any obligation to make a market in the Securities, and any such financial institution (including CF&Co. and any such other affiliate) may discontinue market-making activities in the Securities at any time without notice.

There is no assurance that active trading markets in the Securities will exist. If there are no active trading markets for the Securities, the market prices and liquidity of the Securities is likely to be adversely affected.

Risks Related to the 8.125% Senior Notes and the 5.375% Senior Notes (collectively referred to as the Senior Notes)

We may not be able to repurchase the Senior Notes upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event (as defined in the indentures governing the Senior Notes), unless we have exercised our right to redeem the Senior Notes, holders of Senior Notes will have the right to require us to repurchase all or any part of their Senior Notes for cash at a price equal to 101% of the then-outstanding aggregate principal amount repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to, but excluding, the date of purchase. If we experience a Change of Control Triggering Event, we can offer no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase any or all of the Senior Notes should any holder elect to cause us to do so. Our failure to repurchase any Senior Notes as required would result in a default under such Senior Notes, which in turn could result in defaults under agreements governing certain of our other indebtedness, including the acceleration of the payment of any borrowings thereunder, and have material adverse consequences for us and the holders of the Senior Notes.

In addition, the change of control provisions may not protect holders of Senior Notes from certain important corporate events (such as acquisitions by us, recapitalizations or going private transactions by our affiliates) that could negatively affect the value of the Senior Notes. A change of control transaction may only occur if there is a change in the controlling interest in our business. For a Change of Control Triggering Event to occur there must be not

only a change of control transaction as defined in the indentures governing the Senior Notes, but also a ratings downgrade of the type specified in such indenture resulting from such transaction. If an event occurs that does not constitute a Change of Control Triggering Event, we will not be required to make an offer to repurchase the Senior Notes and holders may be required to continue to hold Senior Notes despite the event. See Description of SecuritiesDescription of 8.125% Senior NotesOffer to Repurchase Upon a Change of Control Triggering Event and Description of SecuritiesDescription of 5.375% Senior NotesOffer to Repurchase Upon a Change of Control Triggering Event.

Redemption of the 8.125% Senior Notes may adversely affect the return on such notes.

On or after June 26, 2017, we will have the right to redeem some or all of the 8.125% Senior Notes prior to maturity at a redemption price equal to 100% of the principal amount of the 8.125% Senior Notes to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date. We may redeem the 8.125% Senior Notes at times when prevailing interest rates may be relatively low. Accordingly, a holder of 8.125% Senior Notes may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the 8.125% Senior Notes.

Risks Related to the Convertible Notes

Holders of Convertible Notes are not entitled to any rights with respect to our Class A common stock, but will be subject to all changes affecting our Class A common stock.

Holders of Convertible Notes, are not be entitled to any rights with respect to our Class A common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our Class A common stock), but will be subject to all changes affecting our Class A common stock. A holder of Convertible Notes will have rights with respect to our Class A common stock only if it receives shares of our Class A common stock upon conversion and only as of the conversion date (if we elect to settle our conversion obligation solely in shares of our Class A common stock) or as of the last trading day of the applicable cash settlement averaging period (if we elect to settle our conversion obligation with a combination of cash and shares of our Class A common stock).

The market price of our Class A common stock may be volatile, which could cause the value of an investment in Convertible Notes to decline.

The market price of our Class A common stock has experienced, and may continue to experience, significant volatility. Numerous factors, including many over which we have no control, may have a significant impact on the market price of our Class A common stock. In addition, the stock market may experience price and trading volume fluctuations unrelated or disproportionate to the operating performance of individual companies. These market fluctuations may adversely affect the price of our Class A common stock, regardless of our operating performance. As a result of these factors, among others, the value of an investment in Convertible Notes may decline because a decrease in the market price of our Class A common stock would likely adversely impact the trading price of Convertible Notes.

Future sales of shares of our Class A common stock may depress its market price.

We have an existing controlled equity offering program with respect to our Class A common stock, and we may, in the future, sell shares of our Class A common stock to raise capital. In addition, we have an effective registration statement under the Securities Act pursuant to which Cantor could sell up to approximately 24.0 million shares of Class A common stock. Sales of substantial amounts of additional shares of Class A common stock by us, Cantor or other stockholders, sales of shares of Class A common stock underlying the Convertible Notes as well as sales of shares of Class A common stock that may be issued in connection with future acquisitions or for other purposes, or the perception that such sales could occur, may have a harmful effect on prevailing market price for our Class A common stock.

A holder of Convertible Notes may receive less proceeds than expected upon conversion of its Convertible Notes because the value of our Class A common stock may decline (or not appreciate as much as expected) between the day that such holder exercises its conversion right and the day the conversion value of the Convertible Note is finally determined.

Unless we elect to deliver solely shares of our Class A common stock in respect of our conversion obligation, we will satisfy our conversion obligation to holders of Convertible Notes by paying cash in respect of a specified portion of our conversion obligation and by delivering shares of our Class A common stock in settlement of any amounts in excess of such specified portion of our conversion obligation. Accordingly, upon conversion of Convertible Notes, a holder may not receive any shares of our Class A common stock, or may receive fewer shares of our Class A common stock relative to the conversion value of that note.

If we elect to satisfy our conversion obligation by paying cash in respect of a specified portion of our conversion obligation, the amount of consideration that a holder will receive upon conversion of Convertible Notes will be in part determined by reference to the volume-weighted average prices of our Class A common stock for each trading day in a 40 trading-day cash settlement averaging period. As described under Description of SecuritiesDescription of Convertible NotesSettlement upon Conversion, this period means, for Convertible Notes with a conversion date occurring on or after March 15, 2016, the 40 consecutive trading-day period beginning on, and including, the 42nd scheduled trading day prior to the maturity date, and in all other instances, the 40 consecutive trading-day period beginning on, and including, the third trading day immediately following the relevant conversion date. As a result, upon conversion of the Convertible Notes, a holder may receive less proceeds than expected because the value of our Class A common stock may decline (or not appreciate as much as expected) between the day that such holder exercises its conversion right and the day the conversion value of such Convertible Notes is finally determined.

The conversion rate for Convertible Notes may not be adjusted for all dilutive events.

The conversion rate of the Convertible Notes is subject to adjustment for certain events, including, but not limited to, the issuance of stock dividends on our Class A common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, certain cash dividends and certain issuer tender or exchange offers as described under Description of SecuritiesDescription of Convertible NotesConversion RightsConversion Rate Adjustments. Such conversion rate will not be adjusted, however, for other events, such as a third-party tender or exchange offer or an issuance of Class A common stock for cash, that may adversely affect the trading price of the Convertible Notes or our Class A common stock. In addition, an event that adversely affects the value of the Convertible Notes may occur, and that event may not result in an adjustment to such conversion rate.

The adjustment to the applicable conversion rate for Convertible Notes converted in connection with a specified corporate transaction may not adequately compensate a holder for any loss in value of its Convertible Notes as a result of such transaction.

If a specified corporate transaction constituting a make-whole fundamental change, as described under Description of SecuritiesDescription of Convertible NotesFundamental Change Permits Holders to Require Us to Purchase Convertible Notes, occurs, under certain circumstances we will increase the applicable conversion rate by a number of additional shares of our Class A common stock for Convertible Notes converted in connection with such specified corporate transaction. The increase in the applicable conversion rate will be determined based on the date on which the specified corporate transaction becomes effective and the price paid per share of our Class A common stock in, or the price of our Class A common stock over a ten trading-day period immediately preceding the effective date of, such transaction, as described under Description of SecuritiesDescription of Convertible NotesConversion RightsAdjustment to Shares Delivered upon Conversion upon Certain Corporate Transactions. The adjustment to the applicable conversion rate for Convertible Notes converted in connection with a specified corporate transaction may not adequately compensate holders of Convertible Notes for any loss in value of the Convertible Notes as a result of such transaction. In addition, if the stock price for such transaction (determined as described under Description of NotesConversion RightsAdjustment to Shares Delivered upon Conversion upon Certain Corporate Transactions) is greater than $15.00 per share, or if such price is less than $8.20 per share (each such price, subject to adjustment), no adjustment will be made to the applicable conversion rate.

If we elect a cash settlement or a combination settlement in connection with conversion of the Convertible Notes, it may have adverse consequences.

In lieu of delivery of shares of our Class A common stock in satisfaction of our obligation upon conversion of the Convertible Notes, we may settle the Convertible Notes surrendered for conversion entirely in cash or in a combination of cash and shares of our Class A common stock. This feature of the Convertible Notes, as described further under Description of SecuritiesDescription of Convertible NotesSettlement upon Conversion, may:

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to purchase the Convertible Notes.

Upon the occurrence of certain fundamental change transactions described under Description of SecuritiesDescription of Convertible NotesFundamental Change Permits Holders to Require Us to Purchase Convertible Notes, holders of Convertible Notes have the right to require us to repurchase the Convertible Notes. However, the fundamental change provisions will only afford protection to holders of Convertible Notes in the event of certain transactions. Other transactions, such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us, may not constitute a fundamental change requiring us to repurchase the Convertible Notes. In the event of any such transaction, holders would not have the right to require us to repurchase the Convertible Notes, even though each of these transactions could increase the amount of our indebtedness or otherwise adversely affect our capital structure or our credit ratings, thereby adversely affecting the holders of Convertible Notes.

We may not be able to purchase the Convertible Notes upon a fundamental change as required by the indenture governing the Convertible Notes.

Holders may require us to purchase their Convertible Notes for cash upon a fundamental change as described under Description of SecuritiesDescription of Convertible NotesFundamental Change Permits Holders to Require Us to Purchase Convertible Notes. A fundamental change may also constitute an event of default, and result in the effective acceleration of the maturity of our then-existing indebtedness. There can be no assurance that we would have sufficient financial resources, or would be able to arrange financing, to pay the fundamental change purchase price in full for the Convertible Notes surrendered by the holders in cash. In addition, the terms of any then existing credit facilities and financing agreements may limit our ability to pay any fundamental change purchase price. Failure by us to purchase the Convertible Notes when required will result in an event of default with respect to the Convertible Notes.

The fundamental change provisions may delay or prevent an otherwise beneficial takeover attempt of us.

The fundamental change purchase rights, which will allow holders of Convertible Notes to require us to purchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change, as defined in Description of SecuritiesDescription of Convertible NotesFundamental Change Permits Holders to Require Us to Purchase Convertible Notes, and the provisions requiring an increase to the conversion rate for conversions in connection with make-whole fundamental changes may in certain circumstances delay or prevent a takeover of us and the removal of incumbent management that might otherwise be beneficial to investors.

A holder of Convertible Notes may be subject to tax upon an adjustment to, or a failure to adjust, the conversion rate of the Convertible Notes even though it did not receive a corresponding cash distribution.

The conversion rate of the Convertible Notes is subject to adjustment in certain circumstances, including the payment of certain cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our Class A common stockholders, such as a cash dividend, a holder of Convertible Notes will be deemed to have received for U.S. federal income tax purposes a taxable dividend to the extent of our earnings and profits without the receipt of any cash. In addition, a failure to adjust (or adjust adequately) the conversion rate after an event that increases a holders proportionate interest in us could be treated as a deemed taxable dividend to the holder. If the holder is a non-U.S. holder, such deemed dividend may be subject to U.S. federal withholding tax (currently at a 30% rate, or such lower rate as may be specified by an applicable treaty), which may be set off against subsequent payments on the notes. See Description of SecuritiesDescription of Convertible NotesConversion RightsConversion Rate Adjustments.

If a make-whole fundamental change occurs on or prior to the maturity date of the Convertible Notes, under some circumstances, we will increase the conversion rate for notes converted in connection with such make-whole fundamental change. Such increase may be treated as a distribution subject to U.S. federal income tax as a dividend. See Description of SecuritiesDescription of Convertible NotesConversion RightsAdjustment to Shares Delivered upon Conversion upon Certain Corporate Transactions.

USE OF PROCEEDS

We will not receive any of the proceeds from the market-making activities in our Securities by CF&Co. (or any other of our affiliates) pursuant to this prospectus.

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents the ratio of earnings to fixed charges for us and our consolidated subsidiaries for each of the periods indicated, including GFI beginning with the quarter ended March 31, 2015. For the purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from operations before income taxes and fixed charges, net. Fixed charges consist of interest expense incurred on all indebtedness, amortized premiums, discounts and capitalized expenses relating to indebtedness and interest within rental expense. Neither we nor any of our consolidated subsidiaries had any preferred shares outstanding for any of the periods reflected in this table.

DESCRIPTION OF SECURITIES

Description of 8.125% Senior Notes

We issued the 8.125% Senior Notes under a base indenture, as supplemented by a supplemental indenture (which we refer to collectively as the indenture governing the 8.125% Senior Notes), that we, as issuer, entered into with U.S. Bank National Association, as trustee, and that have been filed as exhibits to the registration statement of which this prospectus is a part. The statements made in this section relating to the 8.125% Senior Notes are summaries of the material provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the 8.125% Senior Notes, such indenture and such supplemental indenture, including the definitions therein of certain terms. You should read these documents carefully to fully understand the terms of the 8.125% Senior Notes because they, and not this description, will define your rights as holders of the 8.125% Senior Notes.

General

The 8.125% Senior Notes are our senior unsecured obligations and rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The 8.125% Senior Notes will mature on June 15, 2042, unless previously redeemed or repurchased in full by us as provided below under Optional Redemption or Offer to Repurchase Upon a Change of Control Triggering Event.

The 8.125% Senior Notes bear interest at the rate of 8.125% per annum to the stated maturity or the date of earlier redemption. Interest on the 8.125% Senior Notes is payable on the 15th day of March, June, September and December of each year to the persons in whose names such 8.125% Senior Notes were registered at the close of business on the immediately preceding 1st day of March, June, September and December (whether or not a business day), respectively.

Interest payments in respect of the 8.125% Senior Notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly provided for, to, but not including, the applicable interest payment date or stated maturity date or date of earlier redemption, as the case may be. Interest on the 8.125% Senior Notes is computed on the basis of a 360-day year comprised of twelve 30-day months. The principal, interest, if any, and additional amounts, if any, on the 8.125% Senior Notes is payable through The Depository Trust Company.

If an interest payment or the stated maturity date or date of early redemption of the 8.125% Senior Notes falls on a Saturday, Sunday, or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, the required payment due on such date will instead be made on the next business day. No further interest will accrue as a result of such delayed payment.

An aggregate principal amount of $112.5 million of 8.125% Senior Notes is outstanding as of the date of this prospectus. The indenture governing the 8.125% Senior Notes does not limit the aggregate principal amount of the debt securities which we may issue thereunder and provides that we may issue debt securities thereunder from time to time in one or more series. We may, from time to time, without the consent of or notice to holders of the 8.125% Senior Notes, issue and sell additional debt securities ranking equally and ratably with the 8.125% Senior Notes in all respects and having the same terms as the 8.125% Senior Notes (other than the issue date, and to the extent applicable, issue price, initial date of interest accrual and initial interest payment date of such additional debt securities), so that such additional debt securities shall be consolidated and form a single series with the 8.125% Senior Notes for all purposes, including voting; provided, that such additional debt securities are fungible with the previously issued 8.125% Senior Notes for U.S. federal income tax purposes.

The 8.125% Senior Notes are not entitled to the benefit of any mandatory redemption or sinking fund.

The 8.125% Senior Notes are issuable only in fully registered form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof. The 8.125% Senior Notes may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by us or the security registrar) or

exchanged for other 8.125% Senior Notes (containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount) at the office or agency maintained by us for such purposes (initially the corporate trust office of the trustee). Such transfer or exchange will be made without service charge, but we may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. Prior to the due presentment of an 8.125% Senior Note for registration of transfer, we, the trustee and any other agent of ours or the trustee may treat the registered holder of each 8.125% Senior Note as the owner of such 8.125% Senior Note for the purpose of receiving payments of principal of and interest on such 8.125% Senior Note and for all other purposes whatsoever.

The indenture governing the 8.125% Senior Notes does not contain any provisions that limit our ability to incur unsecured indebtedness or that would afford holders of the 8.125% Senior Notes protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we could in the future enter into transactions that could increase the amount of our indebtedness outstanding at that time or otherwise affect our capital structure or credit rating.

Optional Redemption

The 8.125% Senior Notes may be redeemed, for cash, in whole or in part, on or after June 26, 2017, at our option, at any time and from time to time, until maturity at a redemption price equal to 100% of the principal amount of the 8.125% Senior Notes to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

We will mail a notice of any redemption to each holder of 8.125% Senior Notes to be redeemed, at its registered address, by first-class mail (with a copy to the trustee) at least 30 and not more than 60 days prior to the date fixed for redemption. Unless we default on payment of the redemption price, interest will cease to accrue on the 8.125% Senior Notes or portions thereof called for redemption on the applicable redemption date. If fewer than all of the 8.125% Senior Notes are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular 8.125% Senior Notes or portions thereof for redemption from the outstanding 8.125% Senior Notes not previously called for redemption by lot or any other method as the trustee deems fair and appropriate. The trustee is required to notify us in writing of the 8.125% Senior Notes that it has selected for redemption and, in the case of any 8.125% Senior Note selected for partial redemption, the principal amount of such 8.125% Senior Note to be redeemed. Additionally, the 8.125% Senior Notes and the portions thereof that the trustee selects for redemption must be in a minimum amount of $25 or integral multiples of $25 in excess thereof. The provisions of the indenture that apply to 8.125% Senior Notes that are called for redemption also apply to portions of 8.125% Senior Notes that are called for redemption.

Offer to Repurchase Upon a Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the 8.125% Senior Notes as described above, holders of 8.125% Senior Notes will have the right to require us to repurchase all or any part (in minimum original principal amounts of $25 and integral multiples of $25 in excess thereof) of their 8.125% Senior Notes pursuant to the offer described below (the Change of Control Offer) on the terms set forth in the 8.125% Senior Notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the then outstanding aggregate principal amount of 8.125% Senior Notes repurchased plus accrued and unpaid interest, if any, on the 8.125% Senior Notes repurchased, to, but not including, the date of purchase (the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to holders of 8.125% Senior Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the 8.125% Senior Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the Change of Control Payment Date), pursuant to the procedures required by the 8.125% Senior Notes and the indenture and described in such notice. We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 8.125% Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the 8.125% Senior Notes, we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Triggering Event provisions of the 8.125% Senior Notes by virtue of such conflicts.

On the Change of Control Payment Date, we will be required, to the extent lawful, to:

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by us and the third party repurchases all 8.125% Senior Notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any 8.125% Senior Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the indenture governing the 8.125% Senior Notes, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

The change of control feature of the 8.125% Senior Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 8.125% Senior Notes, but that could increase the amount of our indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings on the 8.125% Senior Notes.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

Below Investment Grade Rating Event means that 8.125% Senior Notes cease to be rated at or above an Investment Grade Rating by at least two of the three Rating Agencies (as defined below) on any date during the period (the Trigger Period) commencing 60 days prior to the first public announcement by us of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change). Unless at least two of the three Rating Agencies are providing a rating for the 8.125% Senior Notes at the commencement of any Trigger Period, the 8.125% Senior Notes will be deemed to have ceased to be rated Investment Grade by at least two of the three Rating Agencies during that Trigger Period.

A Change of Control will be deemed to have occurred at such time after the original issuance of the 8.125% Senior Notes when any of the following has occurred:

(1) a person or group within the meaning of Section 13(d) of the Exchange Act, other than us, our Subsidiaries, our and their respective employee benefit plans and any Permitted Holder, has become the direct or indirect beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of our capital stock representing, in the aggregate, more than 50% of the voting power of all classes of our capital stock; or

(2) one or more Permitted Holders shall cease to (i) own and control, beneficially, capital stock of ours that possesses the voting power under normal circumstances to cast 50% or more of the total votes entitled to be cast for the election of directors of ours; or (ii) have the voting power or the contractual right to elect a majority of our directors; or

(3) our liquidation or dissolution or our stockholders approve any plan or proposal for our liquidation or dissolution; or

(4) any conveyance, transfer, sale, lease or other disposition of all or substantially all of the properties and assets of ours to another person, other than:

Notwithstanding the foregoing, no Change of Control will be deemed to have occurred in the event any successor issuer of the 8.125% Senior Notes shall be a corporation so long as one or more Permitted Holders shall maintain the beneficial ownership of shares of the capital stock of such successor possessing the voting power under normal circumstances to elect, or one or more Permitted Holders shall have the contractual right to elect, a majority of the directors of such successor corporation. Notwithstanding the foregoing, a transaction will not be deemed to result in a Change of Control if (a) Cantor Fitzgerald, L.P. becomes a wholly owned subsidiary of a holding company and (b) the holders of the voting capital stock of such holding company immediately following that transaction are substantially the same as the holders of Cantor Fitzgerald, L.P.s voting partnership interests immediately prior to that transaction.

Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

Fitch means Fitch Ratings.

Investment Grade Rating means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P.

Moodys means Moodys Investors Service, Inc.

Permitted Holder means Howard W. Lutnick, any Person controlled by him or any trust established for Mr. Lutnicks benefit or for the benefit of his spouse, any of his descendants or any of his relatives, in each case, so long as he is alive and, upon his death or incapacity, any Person who shall, as a result of Mr. Lutnicks death or incapacity, become a beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of our capital stock by operation of a trust, by will or the laws of descent and distribution or by operation of law.

Person means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or agency or political subdivision thereof.

Rating Agencies means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys or S&P ceases to rate the 8.125% Senior Notes or fails to make a rating of the 8.125% Senior Notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Fitch, Moodys or S&P, or all of them, as the case may be.

S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.

Certain Covenants

Limitations on Liens on Stock of Subsidiaries

Under the indenture governing the 8.125% Senior Notes, we agreed that, so long as any of the 8.125% Senior Notes are outstanding, we will not permit any Designated Subsidiary to create, assume, incur, guarantee or otherwise permit to exist any Indebtedness secured by any mortgage, pledge, lien, security interest or other encumbrance (a lien) upon any shares of capital stock of any Designated Subsidiary directly or indirectly held by us (whether such capital stock is now owned or hereafter acquired) without effectively providing concurrently that the 8.125% Senior Notes (and, if we so elect, any other Indebtedness of ours that is not subordinate to the 8.125% Senior Notes and with respect to which the governing instruments of such Indebtedness require, or pursuant to which we are otherwise obligated, to provide such security) will be secured equally and ratably with, or prior to, such Indebtedness for at least the time period such other Indebtedness is so secured. The foregoing does not apply to liens on the securities of any entity existing at the time it becomes a Designated Subsidiary (and any extensions, renewals or replacements thereof).

The term capital stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including preferred stock, but excluding any debt securities convertible into such equity.

The term Designated Subsidiary means each of (i) BGC Holdings, L.P., (ii) BGC Global Holdings, L.P. (iii) BGC Partners, L.P., and (iv) any other direct or indirect subsidiary now owned or hereafter acquired by us for which (a) the Net Assets constitute, as of the last day of the most recently ended fiscal quarter, 5% or more of our Total Stockholders Equity or (b) the net revenues constitute, as of the last day of the most recently ended fiscal quarter, 10% or more of the consolidated net revenues of ours during the most recently ended period of four consecutive fiscal quarters; provided, however, that the following shall not be Designated Subsidiaries:

The term Indebtedness means, without duplication, with respect to any Person, whether or not contingent:

if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet of such Person prepared in accordance with U.S. GAAP; provided, however, the term Indebtedness includes all of the following items, whether or not any such items would appear as a liability on a balance sheet of such person prepared in accordance with U.S. GAAP:

The term Net Assets means, with respect to any Person, the excess (if positive) of (a) such Persons consolidated assets over (b) such Persons consolidated liabilities, in each case determined in accordance with U.S. GAAP.

The term Total Stockholders Equity means, as of the date of determination, without duplication, all items which in conformity with U.S. GAAP would be included under total stockholders equity on our consolidated statement of financial condition. For purposes of any determination of Total Stockholders Equity, we may include the amount of any capital to be returned pursuant to the terms of the Agreement of Limited Partnership of BGC Holdings, as amended from time to time, to any limited or general partner who has been terminated or withdrawn until such time as the amount of such partners capital has been paid to such limited or general partner pursuant to the terms of such Partnership Agreement plus, without duplication, redeemable partnership interest representing former partners equity in us. For the avoidance of doubt, Total Stockholders Equity is inclusive of noncontrolling interests in subsidiaries on our consolidated statement of financial condition.

Consolidation, Merger or Sale

We may not consolidate or merge with or into, or transfer or lease all or substantially all of our assets to, any Person unless either (a) we will be the continuing entity or (b) the successor entity or Person to which our assets are transferred or leased is an entity organized under the laws of the United States, any state of the United States or the District of Columbia and it expressly assumes our obligations on the 8.125% Senior Notes and under the indenture governing the 8.125% Senior Notes. In addition, we cannot effect such a transaction unless, immediately after giving effect to such transaction, no default or event of default under such indenture shall have occurred and be continuing. Subject to certain exceptions, when the Person to whom our assets are transferred or leased has assumed our obligations under the 8.125% Senior Notes and the indenture governing the 8.125% Senior Notes, we will be discharged from all our obligations under the 8.125% Senior Notes and the indenture governing the 8.125% Senior Notes, except in limited circumstances.

This covenant does not apply to any recapitalization transaction, a change of control of us or a highly leveraged transaction, unless the transaction or change of control were structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.

Modification, Amendment or Waiver

We may from time to time amend or supplement the indenture governing the 8.125% Senior Notes and the 8.125% Senior Notes without the consent of registered holders to, among other things, (i) modify the restrictions on

and procedures for resale, attempted resale, and other transfers of the 8.125% Senior Notes or interests therein to reflect any change in applicable law or regulation (or interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally or (ii) to cure any ambiguity or defect in and to correct or supplement any provision of such indenture or any 8.125% Senior Note that may be inconsistent with any other provision in the indenture or the 8.125% Senior Notes; provided, however, that any such cure, correction or supplement shall not adversely affect the interests of the holders of the 8.125% Senior Notes in any material respect.

With certain exceptions, we may make modifications and amendments of the indenture governing the 8.125% Senior Notes with the consent of the registered holders of not less than a majority in aggregate principal amount of the 8.125% Senior Notes at the time outstanding under such indenture. Compliance with certain covenants may be waived on behalf of registered holders, either generally or in a specific instance and either before or after the time for compliance with those covenants, with the consent of holders of not less than a majority in aggregate principal amount of the then outstanding 8.125% Senior Notes. Nevertheless, without the consent of each registered holder of the 8.125% Senior Notes, no such modification or amendment may, among other things, reduce the principal of or interest on any of the outstanding 8.125% Senior Notes, extend the stated maturity of the 8.125% Senior Notes, change the interest payment dates or terms of payment for the 8.125% Senior Notes, or reduce the percentage of registered holders necessary to modify or amend such indenture and the 8.125% Senior Notes.

Events of Default

Unless otherwise indicated, the term Event of Default, when used in the indenture governing the 8.125% Senior Notes means any of the following:

If an Event of Default relating to the payment of interest or principal with respect to the 8.125% Senior Notes has occurred and is continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the 8.125% Senior Notes may declare the entire principal of the 8.125% Senior Notes to be due and payable immediately.

If an Event of Default relating to the performance of other covenants occurs and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the 8.125% Senior Notes may declare the entire principal amount of the 8.125% Senior Notes to be due and payable immediately.

The holders of not less than a majority in aggregate principal amount of the 8.125% Senior Notes may, after satisfying conditions, rescind and annul any of the above-described declarations and consequences.

If an Event of Default relating to events of our bankruptcy, insolvency, reorganization or liquidation occurs and is continuing, then the principal amount of the 8.125% Senior Notes outstanding, and any accrued interest, will automatically become due and payable immediately, without any declaration or other act by the trustee or any holder.

The indenture governing the 8.125% Senior Notes imposes limitations on suits brought by holders of 8.125% Senior Notes against us. Except as provided below, no holder of 8.125% Senior Notes may institute any action against us under such indenture unless:

Notwithstanding the foregoing, each holder...


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