GFIG / GFI Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 12, 2016 GFI Group Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commissio

GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor The Bank of New York Mellon Trust Company, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 12, 2016 TO THE INDENTURE Dated as of July 19, 2011 As supplemented and amended

EX-4.1 Exhibit 4.1 EXECUTION VERSION GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 12, 2016 TO THE INDENTURE Dated as of July 19, 2011 As supplemented and amended by the First Supplemental Indenture thereto, dated as of November 4, 2015 Second Supplemental Indenture (this

BGC Partners Completes Full Merger with GFI Group Public Shareholders to Receive $6.10 per GFI Share in Cash

EX-99.1 2 d118574dex991.htm EX-99.1 Exhibit 99.1 BGC Partners Completes Full Merger with GFI Group Public Shareholders to Receive $6.10 per GFI Share in Cash NEW YORK, NY – January 12, 2016 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “BGC,” or the “Company,”) a leading global brokerage company servicing the financial and real estate markets, today announced that it has completed its merge

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d118574d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 12, 2016 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of inco

AGREEMENT AND PLAN OF MERGER BGC PARTNERS, INC., JPI MERGER SUB 1, INC., JPI MERGER SUB 2, LLC, JERSEY PARTNERS, INC., NEW JP INC. THE INDIVIDUALS SIGNATORY HERETO DATED AS OF DECEMBER 22, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE MERG

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG BGC PARTNERS, INC., JPI MERGER SUB 1, INC., JPI MERGER SUB 2, LLC, JERSEY PARTNERS, INC., NEW JP INC. AND THE INDIVIDUALS SIGNATORY HERETO DATED AS OF DECEMBER 22, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE MERGERS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Merger and the Subsequent Merger 8 Section 1.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 22, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 11, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation

GFI Group Inc. Unaudited Pro Forma Condensed Consolidated Financial Information

EX-99.1 2 a15-250261ex99d1.htm EX-99.1 Exhibit 99.1 GFI Group Inc. Unaudited Pro Forma Condensed Consolidated Financial Information As previously reported, on December 11, 2015 GFI Group Inc. (the “Company” or “GFI”) completed the disposition of all of the equity interests in the entities that make up the Trayport business to Intercontinental Exchange, Inc. (“ICE”) for 2,527,658 shares of the comm

BGC and GFI Complete Sale of Trayport to Intercontinental Exchange

EX-99.1 Exhibit 99.1 BGC and GFI Complete Sale of Trayport to Intercontinental Exchange NEW YORK, NY?December 11, 2015?BGC Partners, Inc. (NASDAQ: BGCP) (?BGC Partners? or ?BGC? or the ?Company?), a leading global brokerage company servicing the financial and real estate markets, and its majority-owned division, GFI Group Inc. (OTC: GFIG) (?GFI Group? or ?GFI?), a leading intermediary and provider

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d22811d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of inco

STOCK PURCHASE AGREEMENT BY AND AMONG GFINET, INC., GFI TP HOLDINGS PTE LTD., INTERCONTINENTAL EXCHANGE, INC. solely for the purposes set forth in the preamble, GFI GROUP INC. BGC PARTNERS, INC. DATED AS OF NOVEMBER 15, 2015 TABLE OF CONTENTS Page AR

EX-10.1 2 d63916dex101.htm EX-10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG GFINET, INC., GFI TP HOLDINGS PTE LTD., INTERCONTINENTAL EXCHANGE, INC. AND, solely for the purposes set forth in the preamble, GFI GROUP INC. AND BGC PARTNERS, INC. DATED AS OF NOVEMBER 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1 Certain Defined Terms 1 SECTION 1.2 Construction; Absence of

BGC and GFI Announce Agreement to Sell Trayport to Intercontinental Exchange for $650 Million Transaction Expected to Close as Early as the First Quarter of 2016

EX-99.1 3 d63916dex991.htm EX-99.1 Exhibit 99.1 BGC and GFI Announce Agreement to Sell Trayport to Intercontinental Exchange for $650 Million Transaction Expected to Close as Early as the First Quarter of 2016 NEW YORK, NY - November 16, 2015 - BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC” or the “Company”), a leading global brokerage company servicing the financial and real estate ma

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commissi

GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor The Bank of New York Mellon Trust Company, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 4, 2015 TO THE INDENTURE Dated as of July 19, 2011

EX-10.3 4 a15-179411ex10d3.htm EX-10.3 Exhibit 10.3 GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 4, 2015 TO THE INDENTURE Dated as of July 19, 2011 First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 4, 2015, among GFI Group Inc., a Delawar

PROMISSORY NOTE

Exhibit 10.2 PROMISSORY NOTE October 1, 2015 FOR VALUE RECEIVED, GFI Group Inc. (the “Maker”) hereby promises to pay to the order of BGC Partners, Inc. (the “Holder”), having an address at 499 Park Avenue, New York, NY 10022, or its successors or assigns, the principal sum of US$75,000,000, payable on demand (such payment date, the “Payment Date”), together with interest on the unpaid principal ba

BGC Partners, Inc. BGC Partners, L.P. 499 Park Avenue New York, NY 10022 GFI Group Inc. 55 Water Street New York, NY 10041

Exhibit 10.1 BGC Partners, Inc. BGC Partners, L.P. 499 Park Avenue New York, NY 10022 GFI Group Inc. 55 Water Street New York, NY 10041 August 24, 2015 Michael Gooch Colin Heffron c/o Jersey Partners Inc. 569 Middle Road Bayport, NY 11705 Jersey Partners Inc. 569 Middle Road Bayport, NY 11705 Attn: Michael Gooch Dear Messrs. Gooch and Heffron: Reference is made to (i) the Tender Offer Agreement by

GFI Group 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No: 0

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 25, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commiss

Entry into a Material Definitive Agreement, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 24, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission

NON-COMPETITION AND DE BONUS AWARD AGREEMENT

EX-10.1 2 a15-120401ex10d1.htm EX-10.1 Exhibit 10.1 NON-COMPETITION AND DE BONUS AWARD AGREEMENT This Non-Competition and DE Bonus Award Agreement (this “Agreement”) is being executed and delivered as of May 12, 2015 by Michael Gooch (“Participant”), in favor and for the benefit of BGC Partners, Inc., a Delaware corporation (“BGCP”). For purposes of this Agreement, the term “BGCP Group” shall mean

NON-COMPETITION AND DE BONUS AWARD AGREEMENT

EX-10.2 3 a15-120401ex10d2.htm EX-10.2 Exhibit 10.2 NON-COMPETITION AND DE BONUS AWARD AGREEMENT This Non-Competition and DE Bonus Award Agreement (this “Agreement”) is being executed and delivered as of May 12, 2015 by Colin Heffron (“Participant”), in favor and for the benefit of BGC Partners, Inc., a Delaware corporation (“BGCP”). For purposes of this Agreement, the term “BGCP Group” shall mean

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No: 001-34

GFI Group 15-12B

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANG

GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor

EX-4.1 Exhibit 4.1 GFI Group Inc., as Issuer, and BGC Partners, Inc., as Guarantor GUARANTEE GUARANTEE (this “Guarantee”), dated as of July 10, 2015, between BGC Partners, Inc., a Delaware corporation (the “Guarantor”) and GFI Group Inc., a Delaware corporation (the “Company”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon Trust Compa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 10, 2015 GFI GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission F

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Number

July 6, 2015

Exhibit 16.1 July 6, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GFI Group Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of GFI Group Inc. dated July 2, 2015. We agree with the statements concerning

GFI Group 15-12B

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANG

GFI Group 15-12B

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANG

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.20 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d924076dsc13da.htm AMENDMENT NO.20 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 20)* GFI Group Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?), dated as of April 30, 2015 (the ?Effective Date?), is entered into by and between BGC Partners, L.P., a Delaware limited partnership (?BGC?), GFI Group Inc., a Delaware corporation (together with its successors and assigns, ?GFI? or the ?Company?), and Colin Heffron, an individual (

FOURTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 a15-78041ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 30, 2015 (the “Agreement”) is entered into among GFI GROUP INC., a Delaware corporation (“GFI”), GFI HOLDINGS LIMITED, a company incorporated under the laws of England and Wales (the “Foreign Borrower”; together with GFI, the “Borrowe

[SIGNATURE PAGE FOLLOWS]

EX-10.4 5 a15-78041ex10d4.htm EX-10.4 Exhibit 10.4 CONFIDENTIAL April 30, 2015 Ronald Levi 30 East 85th Street Apt. 19B New York, New York 10028 Re: Separation from Employment Dear Ron: This letter (“Agreement”) sets forth the agreement reached concerning the termination of your employment with GFI Group Inc. (the “Company”). You were employed by the Company pursuant to the terms of an employment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No: 001-3

EMPLOYMENT AGREEMENT

EX-10.2 3 a15-78041ex10d2.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT, dated as of April 15, 2015 (such date, the “Effective Date”), by and between BGC Partners, L.P., a Delaware limited partnership (“BGC”), GFI Group Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Michael Gooch, an individual (“Executive”) (BGC, the Company and Executive col

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission

BGC Partners Reports Record First Quarter 2015 Financial Results The Company Produced Record Revenues and Post-tax Distributable Earnings BGC Increases Quarterly Dividend by 16.7% to 14 Cents GFI Group’s Results from March, 2015 Onward are Consolidat

EX-99.1 Exhibit 99.1 BGC Partners Reports Record First Quarter 2015 Financial Results The Company Produced Record Revenues and Post-tax Distributable Earnings BGC Increases Quarterly Dividend by 16.7% to 14 Cents GFI Group?s Results from March, 2015 Onward are Consolidated with those of BGC BGC Acquires 43 Million Newly Issued GFI Common Shares BGC Now Owns Approximately 67 percent of GFI Conferen

BGC Partners Updates Its Outlook for the First Quarter of 2015 GFI Provides Preliminary March, 2015 Results GFI’s Results will be Consolidated with Those of BGC BGC’s 8.75% Convertible Senior Notes to be Converted Into Units and/or Common Shares

EX-99.1 Exhibit 99.1 BGC Partners Updates Its Outlook for the First Quarter of 2015 GFI Provides Preliminary March, 2015 Results GFI?s Results will be Consolidated with Those of BGC BGC?s 8.75% Convertible Senior Notes to be Converted Into Units and/or Common Shares NEW YORK, NY ? March 31, 2015 ? BGC Partners, Inc. (NASDAQ: BGCP) (?BGC Partners,? ?BGC,? or the ?Company?), a leading global brokera

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 31, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission

GFI Group 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34897 GFI Group Inc., New York Stock Exchange LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 55 Water S

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 19, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

GFI GROUP ANNOUNCES INTENTION TO VOLUNTARILY DELIST COMMON STOCK FROM NYSE AND DEREGISTER COMMON STOCK Expects to Make Voluntary SEC Filings with Respect to 8.375% Senior Notes

Exhibit 99.1 GFI GROUP ANNOUNCES INTENTION TO VOLUNTARILY DELIST COMMON STOCK FROM NYSE AND DEREGISTER COMMON STOCK Expects to Make Voluntary SEC Filings with Respect to 8.375% Senior Notes NEW YORK, NY ? March 19, 2015 ? GFI Group Inc. (NYSE: GFIG) (?GFI Group,? ?GFI? or the ?Company?), a leading intermediary and provider of trading technologies and support services to the global over-the-counter

LIST OF SUBSIDIARIES OF GFI GROUP INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 LIST OF SUBSIDIARIES OF GFI GROUP INC. Name of Subsidiary Jurisdiction of Formation GFI Securities (SA) Argentina GFI Australia Pty Ltd. Australia Kyte Funds SPC Cayman Islands GFI Brokers (Chile) Agentes De Valores SpA Chile GFI Advisory (China) Co. Limited China GFI Exchange Colombia (SA). Colombia GFI Securities Colo

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In thousands, except ratios)

QuickLinks - Click here to rapidly navigate through this document Exhibit 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In thousands, except ratios) Year Ended December 31, 2014 2013 2012 2011 2010 Earnings: Income before provision for income taxes $ (136,816 ) $ (21,345 ) $ (1,257 ) $ 82 $ 31,803 Add (deduct): Equity in net earnings of unconsolidated businesses (7,611 ) (8,166 ) (8,569 )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GFI Group S-8 POS

S-8 POS 1 a15-65036s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 12, 2015 Registration No. 333-122905 Registration No. 333-152027 Registration No. 333-160344 Registration No. 333-167678 Registration No. 333-175271 Registration No. 333-182438 Registration No. 333-189602 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

GFI Group S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2015 Registration No.

BGC PARTNERS AND GFI GROUP ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Stockholders Representing 56.3% Percent of GFI Shares Supported BGC’s Offer; Payment for Shares Tendered Expected on March 3 Independent GFI Board Members Resign; BGC Appoints

Exhibit 99.1 BGC PARTNERS AND GFI GROUP ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Stockholders Representing 56.3% Percent of GFI Shares Supported BGC’s Offer; Payment for Shares Tendered Expected on March 3 Independent GFI Board Members Resign; BGC Appoints 6 out of 8 Directors on Expanded GFI Board NEW YORK, NY — February 27, 2015 — BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”)

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of inco

THIRD AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 a15-35846ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of February 27, 2015 (the “Agreement”) is entered into among GFI GROUP INC., a Delaware corporation (“GFI”), GFI HOLDINGS LIMITED, a company incorporated under the laws of England and Wales (the “Foreign Borrower”; together with GFI, the “Borrow

BGC PARTNERS AND GFI GROUP ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Stockholders Representing 56.3% Percent of GFI Shares Supported BGC’s Offer; Payment for Shares Tendered Expected on March 3 Independent GFI Board Members Resign; BGC Appoints

EX-99.(a)(5)(W) Exhibit (a)(5)(W) BGC PARTNERS AND GFI GROUP ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Stockholders Representing 56.3% Percent of GFI Shares Supported BGC’s Offer; Payment for Shares Tendered Expected on March 3 Independent GFI Board Members Resign; BGC Appoints 6 out of 8 Directors on Expanded GFI Board NEW YORK, NY – February 27, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BG

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.19 TO SCHEDULE TO

Amendment No.19 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BG

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing

Exhibit 99.1 BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing Almost 48% of GFI Common Shares Supported Tender Offer BGC Extends Tender Offer Deadline to February 26, 2015; No Further Extensions Exp

[Signature page to Confidentiality Agreement, dated February 5, 2015, between GFI Group Inc. and BGC Partners, Inc.]

Exhibit (e)(38) EXECUTION VERSION February 5, 2015 CONFIDENTIAL BGC Partners, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a15-358458k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commissio

Consent of Greenhill & Co., LLC

EX-99.(A)(5)(L) 3 a14-258528ex99da5l.htm EX-99.(A)(5)(L) Exhibit (a)(5)(L) Consent of Greenhill & Co., LLC We hereby consent to the inclusion of our opinion letter, dated February 19, 2015, to the Special Committee of the Board of Directors of GFI Group Inc. (“GFI”) as Annex A to, and to the description of such opinion and to the references to our name under the headings “Background of the Offer,”

Dear All,

Exhibit (a)(2)(H) Dear All, I am pleased to inform you that this morning we announced we have reached an agreement with BGC Partners in which our board of directors has unanimously agreed to support BGC’s tender offer for all of the outstanding shares of GFI stock at $6.

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Dated as of February 19, 2015

Exhibit 2.1 EXECUTION COPY TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Dated as of February 19, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 1 Section 1.1 Certain Defined Terms 1 Section 1.2 The Offer 14 Section 1.3 GFI Actions 17 Section 1.4 Directors of GFI 18 Section 1.5 Offer Documents; Schedule 14D-9 19 ARTICLE II REPRESENTAT

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.18 TO SCHEDULE TO

Amendment No.18 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BG

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Dated as of February 19, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 1 Section 1.1 Certain Defined Terms 1 Section 1.2 The Offer 14 Section 1

EX-99.(d)(9) Exhibit (d)(9) TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Dated as of February 19, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 1 Section 1.1 Certain Defined Terms 1 Section 1.2 The Offer 14 Section 1.3 GFI Actions 17 Section 1.4 Directors of GFI 18 Section 1.5 Offer Documents; Schedule 14D-9 19 ARTICLE II REPRESENTA

BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing

EX-99.(a)(5)(V) Exhibit (a)(5)(V) BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing Almost 48% of GFI Common Shares Supported Tender Offer BGC Extends Tender Offer Deadline to February 26, 2015; No F

AMENDED AND RESTATED LETTER OF TRANSMITTAL to Tender Shares of Common Stock GFI Group Inc. $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 BGC Partners, L.P., an operating subsidiary of BGC Partners,

EX-99(a)(1)(H Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL to Tender Shares of Common Stock of GFI Group Inc.

Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock GFI Group Inc. $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 BGC Partners, L.P., an operating subsidiary of BG

EX-99.A1J 5 d877852dex99a1j.htm EX-99(A)(1)(J) Exhibit (a)(1)(J) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of GFI Group Inc. at $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 by BGC Partners, L.P., an operating subsidiary of BGC Partners, Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., N

Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock GFI Group Inc. $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 BGC Partners, L.P., an operating subsidiary of BG

EX-99(a)(1)(K) Exhibit (a)(1)(K) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of GFI Group Inc.

GFIG / GFI Group, Inc. SC 14F1 - - SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER GFI Group Inc.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.17 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP, LLC Cantor Fitzgerald, L.

Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock GFI Group Inc. $6.10 Net Per Share BGC Partners, L.P. an operating subsidiary of BGC Partners, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. NEW YORK CI

EX-99.A1G 2 d877852dex99a1g.htm EX-99.(A)(1)(G) Exhibit (a)(1)(G) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of GFI Group Inc. At $6.10 Net Per Share by BGC Partners, L.P. an operating subsidiary of BGC Partners, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON FEBRUARY 26, 2015. BGC Partners, L.P., a Delaware limited partne

Amended and Restated Notice of Guaranteed Delivery to Tender Shares of Common Stock GFI Group Inc. $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 BGC Partners, L.P., an operating subsidiary of BGC P

EX-99.A1I 4 d877852dex99a1i.htm EX-99(A)(1)(I) Exhibit (a)(1)(I) Amended and Restated Notice of Guaranteed Delivery to Tender Shares of Common Stock of GFI Group Inc. at $6.10 NET PER SHARE pursuant to the Amended and Restated Offer to Purchase dated February 20, 2015 by BGC Partners, L.P., an operating subsidiary of BGC Partners, Inc. (Not to be used for signature guarantees) THE OFFER AND WITHDR

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NO VOTE OR OTHER ACTION OF SECURITY HOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

EX-99.(a)(5)(U) Exhibit (a)(5)(U) INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NO VOTE OR OTHER ACTION OF SECURITY HOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT INTRODUCTION This Information Statement is being made available on February 10, 2015 to holders of common stock, par value $0.01 per share (the “Common

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 16 TO SCHEDULE TO

Amendment No. 16 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Nu

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (this “Second Amendment”) to that certain Employment Agreement, dated as of November 18, 2002, as amended by Amendment No. 1, dated as of December 24, 2008 (together, the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and James A. Peers (“Executive”), is made on February 3, 2015 (the “Se

- more -

Exhibit 99.1 FOR IMMEDIATE RELEASE CME Group and GFI Group Terminate Merger Agreement LONDON, CHICAGO and NEW YORK, January 30, 2015 — CME Group Inc. and GFI Group Inc. today announced that they have each determined to terminate their previously announced merger agreement following today’s special meeting of GFI shareholders. Preliminary results from the GFI shareholder meeting held earlier today

GFI Group Board Comments on BGC Tender Offer Urges Shareholders to Take No Action on BGC Tender Offer Says Board Is Actively Exploring Strategic Alternatives with Any and All Interested Parties to Maximize Value for All Shareholders

Exhibit 99.3 GFI Group Board Comments on BGC Tender Offer Urges Shareholders to Take No Action on BGC Tender Offer Says Board Is Actively Exploring Strategic Alternatives with Any and All Interested Parties to Maximize Value for All Shareholders LONDON and NEW YORK, February 2, 2015 — GFI Group Inc. (“GFI Group”, “GFI” or the “Company”), a leading intermediary and provider of trading technologies

Dear GFI Colleagues,

Exhibit (a)(2)(E) Dear GFI Colleagues, As you may know, a special meeting of GFI shareholders took place on Friday to vote on the GFI/CME transaction.

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 a15-35843sc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 8) GFI Group Inc. (Name of Subject Company) GFI Group Inc. (Name of Person Filing Statement) Common Stock, $0.01 par value (Title of Class of Securities) 361652209 (CUSIP

GFI Group Board Announces Exploration of Strategic Alternatives

Exhibit 99.2 GFI Group Board Announces Exploration of Strategic Alternatives LONDON and NEW YORK, January 30, 2015 — GFI Group Inc. (“GFI Group”, “GFI” or the “Company”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, announced today that the Company’s Board of Directors will explore strategic alternatives with any and all int

Michael Gooch Issues Note to GFI Group Stockholders Urges GFI Stockholders to vote FOR the CME Transaction’s Merger Consideration of $5.85 per share GFI Board of Directors Recommends the CME Transaction GFI Stockholders Unlikely To Receive Full Cash

Exhibit (a)(5)(G) Michael Gooch Issues Note to GFI Group Stockholders Urges GFI Stockholders to vote FOR the CME Transaction’s Merger Consideration of $5.

Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.85 per share GFI Board of Directors Recommends the CME Transaction CME Transaction on Track to Close; Stockholder Meet

Exhibit (a)(5)(E) Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 15 TO SCHEDULE TO

Amendment No. 15 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. B

BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $6.10 PER SHARE TO FEBRUARY 19 Including Shares Owned by BGC, Stockholders Representing Approximately 70% of GFI’s Shares Not Owned by Executives and/or Directors Supported Proposed Transacti

EX-99.(a)(5)(T) Exhibit (a)(5)(T) BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $6.10 PER SHARE TO FEBRUARY 19 Including Shares Owned by BGC, Stockholders Representing Approximately 70% of GFI’s Shares Not Owned by Executives and/or Directors Supported Proposed Transaction Only an Additional 1.7% of Total Shares Needed BGC Urges All GFI Stockholders to Tender Their Shares NEW YORK, NY

GFI SHAREHOLDERS STRONGLY REJECT THE PROPOSED CME-GFI MANAGEMENT MERGER PROPOSAL A Rejection by GFI Shareholders Would Mean that BGC’s Tender Offer is the Only Remaining Takeover Offer BGC Urges GFI Shareholders to Tender Their Shares into BGC’s $6.1

EX-99.(a)(5)(R) Exhibit (a)(5)(R) GFI SHAREHOLDERS STRONGLY REJECT THE PROPOSED CME-GFI MANAGEMENT MERGER PROPOSAL A Rejection by GFI Shareholders Would Mean that BGC’s Tender Offer is the Only Remaining Takeover Offer BGC Urges GFI Shareholders to Tender Their Shares into BGC’s $6.10 Per Share Offer NEW YORK, NY – January 30, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,

BGC PARTNERS URGES SHAREHOLDERS TO DISREGARD GFI’S ODD CLAIM THAT IT “WILL EXPLORE STRATEGIC ALTERNATIVES” AND PROMPTLY TENDER INTO THE BEST AND ONLY OFFER AVAILABLE BGC’s Tender Offer Provides GFI Shareholders with Significant Value, Certainty and S

Exhibit 99.(a)(5)(S) Exhibit (a)(5)(S) BGC PARTNERS URGES SHAREHOLDERS TO DISREGARD GFI’S ODD CLAIM THAT IT “WILL EXPLORE STRATEGIC ALTERNATIVES” AND PROMPTLY TENDER INTO THE BEST AND ONLY OFFER AVAILABLE BGC’s Tender Offer Provides GFI Shareholders with Significant Value, Certainty and Speed to Closing BGC Urges GFI Shareholders to Tender Their Shares Into BGC’s $6.10 Per Share Offer by the Febru

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 14 TO SCHEDULE TO

Amendment No. 14 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. B

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit (e)(17) AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008, as amended (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on March 30, 2009 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to

[Signature Page to Escrow Letter for BGC-GFI Tender Offer Agreement] Tender Offer Agreement

EX-99.(d)(7) Exhibit (d)(7) January 28, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. 55 Water Street New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Ladies & Gentlemen: For the purpose of entering into that certa

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 425

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Jersey Partners Inc.

BGC RE-AFFIRMS OFFER TO ACQUIRE GFI FOR $6.10 PER SHARE IN CASH BGC Sends Executed Agreement Which Includes Terms Obligating BGC to Complete $6.10 per Share Tender Offer if CME Merger Vote Fails and GFI Countersigns ISS Issues an Additional Note on t

EX-99.(a)(5)(Q) Exhibit (a)(5)(Q) BGC RE-AFFIRMS OFFER TO ACQUIRE GFI FOR $6.10 PER SHARE IN CASH BGC Sends Executed Agreement Which Includes Terms Obligating BGC to Complete $6.10 per Share Tender Offer if CME Merger Vote Fails and GFI Countersigns ISS Issues an Additional Note on the Proposed GFI Management-CME Merger Further Highlighting What ISS has Deemed “Significant Conflicts of Interest” I

EMPLOYMENT AGREEMENT

Exhibit (e)(13) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), is made as of November 18, 2002, by and between GFI Group Inc.

AMENDED AND RESTATED GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN * * * * *

Exhibit (e)(18) AMENDED AND RESTATED GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN * * * * * 1 GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN Amended and Restated Effective February 7, 2013 ARTICLE I EFFECTIVE DATE AND PURPOSE 1.1 Effective Date. The Plan shall be known as the GFI Group Inc. 2008 Equity Incentive Plan. The Plan was originally adopted by the Board of Directors of GFI Group Inc. (the “Compan

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

Exhibit (e)(10) Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL January 15, 2015 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.13 TO SCHEDULE TO

Amendment No.13 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BG

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(7) Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(3) Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“M

13. Section 409A Compliance.

Exhibit (e)(14) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of November 18, 2002 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and James A. Peers (“Executive”), is made on December 24, 2008 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to amen

Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.85 per share GFI Board of Directors Recommends the CME Transaction CME Transaction on Track to Close; Stockholder Meet

Exhibit (a)(1) Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 425

QuickLinks - Click here to rapidly navigate through this document Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Jersey Partners Inc.

AGREEMENT AND PLAN OF MERGER CME GROUP INC., CHEETAH ACQUISITION CORP., CHEETAH ACQUISITION LLC, JERSEY PARTNERS INC., NEW JPI INC. THE INDIVIDUALS SIGNATORY HERETO DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014 TABLE OF CONTENTS

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(5) Conformed Copy AGREEMENT AND PLAN OF MERGER AMONG CME GROUP INC.

AMENDMENT NO. 2 TO PURCHASE AGREEMENT

Exhibit (e)(9) Execution Version AMENDMENT NO. 2 TO PURCHASE AGREEMENT This Amendment No. 2 to Purchase Agreement, dated as of January 15, 2015 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purp

PURCHASE AGREEMENT AMONG COMMODORE ACQUISITION LLC, GFI BROKERS HOLDCO LTD, CME GROUP INC. (solely for purposes of Article IX), JERSEY PARTNERS INC. (solely for purposes of Article IX) AND NEW JPI INC. (solely for purposes of Article IX) DATED AS OF

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(8) Conformed Copy PURCHASE AGREEMENT AMONG COMMODORE ACQUISITION LLC, GFI BROKERS HOLDCO LTD, CME GROUP INC.

AGREEMENT AND PLAN OF MERGER GFI GROUP INC., CME GROUP INC., COMMODORE ACQUISITION CORP. COMMODORE ACQUISITION LLC DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014 TABLE OF CONTENTS

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(1) Conformed Copy AGREEMENT AND PLAN OF MERGER AMONG GFI GROUP INC.

SUPPORT AGREEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(4) Execution Version SUPPORT AGREEMENT This Support Agreement, dated as of July 30, 2014 (this "Agreement"), is made and entered into by and among CME Group Inc.

BGC ISSUES LETTER TO GFI SHAREHOLDERS DATED JANUARY 28, 2015 Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Management Transaction and Tender Their Shares to BGC

EX-99.(a)(5)(P) Exhibit (a)(5)(P) BGC ISSUES LETTER TO GFI SHAREHOLDERS DATED JANUARY 28, 2015 Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Management Transaction and Tender Their Shares to BGC NEW YORK, NY – January 28, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company servicing the financial and real estate marke

1. Nature of Employment. 2. Term of Employment. 3. Compensation and Benefits. 4. Special Covenants. 5. Termination of Employment. 6. No Conflicting Obligations; No Conflicting Agreements. 7. Notification of New Employer. 8. Notices. 9. Oppor

Exhibit (e)(15) CONFIDENTIAL EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 20, 2008, by and between GFI Group Inc.

11. Section 409A Compliance

Exhibit (e)(16) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to amend the

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain De

EX-99.(d)(8) Exhibit (d)(8) EXECUTION VERSION TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Offer 12 Section 1.3 GFI Actions 15 Section 1.4 Directors of GFI 17 Se

1. Nature of Employment. 2. Term of Employment. 3. Compensation and Benefits. 4. Special Covenants. 5. Termination of Employment. 6. Parachute Payments. 7. No Conflicting Obligations; No Conflicting Agreements. 8. Notification of New Employer. 9. Not

EX-99.(E)(11) 13 a2221907zex-99e11.htm EX-99.(E)(11) Exhibit (e)(11) CONFIDENTIAL EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 30, 2007 (the “Effective Date”), by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation and Colin Heffron, an individual (“Executive”). WHEREAS, the Executive is currently employed as the President (the “P

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(2) Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“M

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(6) Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware

13. Section 409A Compliance

EX-99.(E)(12) 14 a2221907zex-99e12.htm EX-99.(E)(12) Exhibit (e)(12) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of April 30, 2007 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Colin Heffron (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”).

AGREEMENT AND PLAN OF MERGER CME GROUP INC., CHEETAH ACQUISITION CORP., CHEETAH ACQUISITION LLC, JERSEY PARTNERS INC., NEW JPI INC. THE INDIVIDUALS SIGNATORY HERETO DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014 TABLE OF CONTENTS

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(5) Conformed Copy AGREEMENT AND PLAN OF MERGER AMONG CME GROUP INC.

1. Nature of Employment. 2. Term of Employment. 3. Compensation and Benefits. 4. Special Covenants. 5. Termination of Employment. 6. Parachute Payments. 7. No Conflicting Obligations; No Conflicting Agreements. 8. Notification of New Employer. 9. Not

Exhibit (e)(11) CONFIDENTIAL EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 30, 2007 (the “Effective Date”), by and between GFI Group Inc.

AGREEMENT AND PLAN OF MERGER GFI GROUP INC., CME GROUP INC., COMMODORE ACQUISITION CORP. COMMODORE ACQUISITION LLC DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014 TABLE OF CONTENTS

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(1) Conformed Copy AGREEMENT AND PLAN OF MERGER AMONG GFI GROUP INC.

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(3) Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“M

SUPPORT AGREEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(4) Execution Version SUPPORT AGREEMENT This Support Agreement, dated as of July 30, 2014 (this "Agreement"), is made and entered into by and among CME Group Inc.

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(7) Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware

13. Section 409A Compliance.

Exhibit (e)(14) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of November 18, 2002 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and James A. Peers (“Executive”), is made on December 24, 2008 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to amen

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

EX-99.(E)(2) 4 a2221907zex-99e2.htm EX-99.(E)(2) Exhibit (e)(2) Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware

AMENDED AND RESTATED GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN * * * * *

Exhibit (e)(18) AMENDED AND RESTATED GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN * * * * * 1 GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN Amended and Restated Effective February 7, 2013 ARTICLE I EFFECTIVE DATE AND PURPOSE 1.1 Effective Date. The Plan shall be known as the GFI Group Inc. 2008 Equity Incentive Plan. The Plan was originally adopted by the Board of Directors of GFI Group Inc. (the “Compan

EMPLOYMENT AGREEMENT

EX-99.(E)(13) 15 a2221907zex-99e13.htm EX-99.(E)(13) Exhibit (e)(13) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), is made as of November 18, 2002, by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation, having offices at 100 Wall Street, New York, New York, and James A. Peers, who currently resides at 2658 North Southport Avenue, Unit G, Chicago, Illinois 6

1. Nature of Employment. 2. Term of Employment. 3. Compensation and Benefits. 4. Special Covenants. 5. Termination of Employment. 6. No Conflicting Obligations; No Conflicting Agreements. 7. Notification of New Employer. 8. Notices. 9. Oppor

Exhibit (e)(15) CONFIDENTIAL EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 20, 2008, by and between GFI Group Inc.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit (e)(6) Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

Exhibit (e)(10) Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL January 15, 2015 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc.

AMENDMENT NO. 2 TO PURCHASE AGREEMENT

Exhibit (e)(9) Execution Version AMENDMENT NO. 2 TO PURCHASE AGREEMENT This Amendment No. 2 to Purchase Agreement, dated as of January 15, 2015 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purp

11. Section 409A Compliance

Exhibit (e)(16) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to amend the

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit (e)(17) AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008, as amended (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on March 30, 2009 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to

PURCHASE AGREEMENT AMONG COMMODORE ACQUISITION LLC, GFI BROKERS HOLDCO LTD, CME GROUP INC. (solely for purposes of Article IX), JERSEY PARTNERS INC. (solely for purposes of Article IX) AND NEW JPI INC. (solely for purposes of Article IX) DATED AS OF

QuickLinks - Click here to rapidly navigate through this document Exhibit (e)(8) Conformed Copy PURCHASE AGREEMENT AMONG COMMODORE ACQUISITION LLC, GFI BROKERS HOLDCO LTD, CME GROUP INC.

GFIG / GFI Group, Inc. SC 14D9 - - SC 14D9

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

13. Section 409A Compliance

Exhibit (e)(12) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of April 30, 2007 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Colin Heffron (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”). WHEREAS, the Company and Executive desire to amend th

Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.85 per share GFI Board of Directors Recommends the CME Transaction CME Transaction on Track to Close; Stockholder Meet

Exhibit (a)(1) Michael Gooch Issues Open Letter to GFI Group Stockholders Letter Highlights CME Transaction’s Increased Merger Consideration of $5.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

GFI Group Reschedules Special Meeting of GFI Stockholders to Allow Stockholders Additional Time to Review Additional Disclosures

Exhibit 99.1 GFI Group Reschedules Special Meeting of GFI Stockholders to Allow Stockholders Additional Time to Review Additional Disclosures LONDON and NEW YORK, January 23, 2015 — GFI Group Inc. (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, announced today that it has rescheduled the Special Meeting

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

GFI Group Reschedules Special Meeting of GFI Stockholders to Allow Stockholders Additional Time to Review Additional Disclosures

Exhibit 99.1 GFI Group Reschedules Special Meeting of GFI Stockholders to Allow Stockholders Additional Time to Review Additional Disclosures LONDON and NEW YORK, January 23, 2015 — GFI Group Inc. (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, announced today that it has rescheduled the Special Meeting

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Nu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Nu

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics

Exhibit 99.1 1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Forward Looking Statements Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives,

1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics

Exhibit 99.1 1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Forward Looking Statements Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives,

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 22, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 22, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

BGCP / BGC Partners, Inc. DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by the Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

GLASS LEWIS RECOMMENDS GFI SHAREHOLDERS VOTE AGAINST “FLAWED AND CONFLICTED” MERGER WITH CME

EX-99.(a)(5)(O) Exhibit (a)(5)(0) GLASS LEWIS RECOMMENDS GFI SHAREHOLDERS VOTE AGAINST “FLAWED AND CONFLICTED” MERGER WITH CME NEW YORK, NY – January 22, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a lead

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.12 TO SCHEDULE TO-T

Amendment No.12 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P.

ISS RECOMMENDS GFI SHAREHOLDERS VOTE AGAINST “ECONOMICALLY INFERIOR” MERGER WITH CME ISS Also Recommends That GFI Shareholders Tender Their Shares Into BGC’s “Economically Superior” Offer

EX-99.(a)(5)(N) Exhibit (a)(5)(N) ISS RECOMMENDS GFI SHAREHOLDERS VOTE AGAINST “ECONOMICALLY INFERIOR” MERGER WITH CME ISS Also Recommends That GFI Shareholders Tender Their Shares Into BGC’s “Economically Superior” Offer NEW YORK, NY – January 21, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financia

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 11 TO SCHEDULE TO

Amendment No. 11 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. B

BGCP / BGC Partners, Inc. DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by the Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 20, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain De

EX-99.(D)(6) 4 d854736dex99d6.htm EX-99.(D)(6) Exhibit (d)(6) EXECUTION VERSION TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 20, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Offer 12 Section 1.3 GFI Actions 15

BGCP / BGC Partners, Inc. DEFC14A - - DEFC14A

DEFC14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CME / CME Group, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 CME GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31553 36-4459170 (State or other jurisdiction of incorporation) (Commission Fil

[Signature Page to Escrow Letter for BGC-GFI Tender Offer Agreement] Tender Offer Agreement

EX-99.(d)(5) Exhibit (d)(5) January 20, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. 55 Water Street New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Ladies & Gentlemen: For the purpose of entering into that certa

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Nu

# # #

EX-99.1 Exhibit 99.1 Media Contacts Investor Contact Laurie Bischel, +1 312.648.8698 John Peschier,+1 312.930.8491 [email protected] CME-G www.cmegroup.mediaroom.com CME Group Announces Increased Offer for GFI Group Stockholders to Receive $5.85 per GFI Group Share CHICAGO, January 20, 2015 - CME Group Inc., the world’s leading and most diverse derivatives marketplace, today announced it has deliv

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 10

Amendment No. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP, LLC Cant

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction of incorporation) (Commission File Nu

BGCP / BGC Partners, Inc. DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by the Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

BGC ANNOUNCES INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $6.10 PER SHARE Offers Additional Consideration of $0.10 per Share Contingent Upon Determination of Superiority by GFI Special Committee and Board BGC Extends Tender Offer Deadli

EX-99.(a)(5)(M) Exhibit (a)(5)(M) BGC ANNOUNCES INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $6.10 PER SHARE Offers Additional Consideration of $0.10 per Share Contingent Upon Determination of Superiority by GFI Special Committee and Board BGC Extends Tender Offer Deadline to February 3, 2015 BGC Urges GFI Shareholders to Vote AGAINST the Inferior CME/GFI Management Transaction and Te

BGCP / BGC Partners, Inc. PRRN14A - - AMENDMENT NO.2 TO PRELIMINARY PROXY STATEMENT

Amendment No.2 to Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Preliminary Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ¨ Filed by the Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement. ¨ Confide

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of inc

BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.85 PER SHARE AND IMMEDIATE NON-CONTINGENT INCREASE TO $5.75 PER SHARE Contingent Increase Depends Upon Determination of Superiority by GFI Special Committee and Boa

EX-99.1 2 d851427dex991.htm EX-99.1 Exhibit 99.1 BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.85 PER SHARE AND IMMEDIATE NON-CONTINGENT INCREASE TO $5.75 PER SHARE Contingent Increase Depends Upon Determination of Superiority by GFI Special Committee and Board Urges GFI Shareholders to Vote AGAINST the Inferior CME/GFI Management Transaction and Tender Thei

Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics 1

Exhibit 7.1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics 1 Forward Looking Statements Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives, e

BGCP / BGC Partners, Inc. DFAN14A - - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 13, 2015 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191, 1-35591 13-4063515 (State or other jurisdiction of incorporation)

BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.60 PER SHARE Increased Offer Contingent Upon Determination of Superiority by GFI Special Committee and Board Four-day Match Period Would Commence January 20, 2015 U

EX-99.2 Exhibit 99.2 BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.60 PER SHARE Increased Offer Contingent Upon Determination of Superiority by GFI Special Committee and Board Four-day Match Period Would Commence January 20, 2015 Urges GFI Shareholders to Vote AGAINST the Inferior $5.25 CME-GFI Management Proposal and Tender Their Shares to BGC NEW YORK, NY

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

# # #

Exhibit 99.2 CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders to Receive $5.60 per GFI Group Share · Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $282M from $254M Plus the Assumption at Closing of Approximately $77M in Unvested Deferred Compensation Liability to Employees · Increased Consideration Passed Entirely to Holders

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.85 PER SHARE AND IMMEDIATE NON- CONTINGENT INCREASE TO $5.75 PER SHARE Contingent Increase Depends Upon Determination of Superiority by GFI Special Committee and Bo

EX-99.(A)(5)(L) 2 d853194dex99a5l.htm EX-99.(A)(5)(L) Exhibit (a)(5)(L) BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.85 PER SHARE AND IMMEDIATE NON- CONTINGENT INCREASE TO $5.75 PER SHARE Contingent Increase Depends Upon Determination of Superiority by GFI Special Committee and Board Urges GFI Shareholders to Vote AGAINST the Inferior CME/GFI Management Tra

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain De

EX-99.(d)(4) Exhibit (d)(4) EXECUTION VERSION TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Offer 12 Section 1.3 GFI Actions 15 Section 1.4 Directors of GFI 16 Se

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

Exhibit 2.4 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL January 15, 2015 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc. c/o GFI Group Inc. 55 Water St. New York, NY 10041 Attention: Jim Peers Re: Acquisition IDB Business / Project GFI Ladies and Gentlemen: You have advised Jefferies Finance LLC (“Jefferies Finance,” “we” or “us”) that GF

AMENDMENT NO. 2 TO PURCHASE AGREEMENT

Exhibit 2.3 Execution Version AMENDMENT NO. 2 TO PURCHASE AGREEMENT This Amendment No. 2 to Purchase Agreement, dated as of January 15, 2015 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purpose

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

BGCP / BGC Partners, Inc. CORRESP - -

Response Letter [Letterhead of Wachtell, Lipton, Rosen & Katz] January 14, 2015 VIA EDGAR David L.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

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EX-99.1 Exhibit 99.1 CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders to Receive $5.60 per GFI Group Share • Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $282M from $254M Plus the Assumption at Closing of Approximately $77M in Unvested Deferred Compensation Liability to Employees • Increased Consideration Passed Entirely to

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EX-99.2 7 a15-23753ex99d2.htm EX-99.2 Exhibit 99.2 CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders to Receive $5.60 per GFI Group Share · Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $282M from $254M Plus the Assumption at Closing of Approximately $77M in Unvested Deferred Compensation Liability to Employees · Increased Con

[Signature Page to Escrow Letter for BGC-GFI Tender Offer Agreement]

EX-99.(d)(3) Exhibit (d)(3) January 15, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. 55 Water Street New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Ladies & Gentlemen: For the purpose of entering into that certa

CME / CME Group, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2015 CME GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31553 36-4459170 (State or other jurisdiction of incorporation) (Commission Fil

BGCP / BGC Partners, Inc. DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Preliminary Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by the Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

Exhibit 2.4 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL January 15, 2015 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc. c/o GFI Group Inc. 55 Water St. New York, NY 10041 Attention: Jim Peers Re: Acquisition IDB Business / Project GFI Ladies and Gentlemen: You have advised Jefferies Finance LLC (“Jefferies Finance,” “we” or “us”) that GF

BGCP / BGC Partners, Inc. PRRN14A - - PRRN 14A

PRRN 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.9 TO SCHEDULE TO-T

Amendment No.9 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BG

Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics

Exhibit 99.1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives, expectations and intentions;

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics

Exhibit 99.1 Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives, expectations and intentions;

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

AMENDMENT NO. 2 TO PURCHASE AGREEMENT

Exhibit 2.3 Execution Version AMENDMENT NO. 2 TO PURCHASE AGREEMENT This Amendment No. 2 to Purchase Agreement, dated as of January 15, 2015 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purpose

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.8 TO SCHEDULE TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP, LLC Cantor Fitzgerald, L.P

[Signature Page to Escrow Letter for BGC-GFI Tender Offer Agreement]

EX-99.(d)(1) Exhibit (d)(1) January 13, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. 55 Water Street New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Ladies & Gentlemen: For the purpose of entering into that certa

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 13, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain De

EX-99.(d)(2) Exhibit (d)(2) EXECUTION VERSION TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 13, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Offer 12 Section 1.3 GFI Actions 15 Section 1.4 Directors of GFI 16 Se

BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.60 PER SHARE Increased Offer Contingent Upon Determination of Superiority by GFI Special Committee and Board Four-day Match Period Would Commence January 20, 2015 U

EX-99.(a)(5)(K) Exhibit (a)(5)(K) BGC ANNOUNCES CONTINGENT INCREASE OF ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.60 PER SHARE Increased Offer Contingent Upon Determination of Superiority by GFI Special Committee and Board Four-day Match Period Would Commence January 20, 2015 Urges GFI Shareholders to Vote AGAINST the Inferior $5.25 CME-GFI Management Proposal and Tender Their Shares to BGC

BGCP / BGC Partners, Inc. DFAN14A - - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2015 BGC Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 0-28191, 1-35591 13-4063515 (State or other jurisdiction of incorporation) (Com

[Signature Page to Escrow Letter for BGC-GFI Tender Offer Agreement]

EX-10.1 Exhibit 10.1 January 13, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. 55 Water Street New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Ladies & Gentlemen: For the purpose of entering into that certain Tend

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 13, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain De

EX-2.1 Exhibit 2.1 EXECUTION VERSION TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 13, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; THE OFFER 2 Section 1.1 Certain Defined Terms 2 Section 1.2 The Offer 12 Section 1.3 GFI Actions 15 Section 1.4 Directors of GFI 16 Section 1.5

BGC ISSUES LETTER TO GFI BOARD AND SPECIAL COMMITTEE

EX-99.(A)(5)(J) 3 d849796dex99a5j.htm EX-99-(A)(5)(J) Exhibit (a)(5)(J) BGC ISSUES LETTER TO GFI BOARD AND SPECIAL COMMITTEE NEW YORK, NY – January 9, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today announced that it has issued a letter to the board of directors a

BGC FILES PRELIMINARY PROXY MATERIALS AND ISSUES LETTER TO GFI SHAREHOLDERS Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Transaction and Tender Their Shares to BGC

EX-99.(A)(5)(I) 2 d849796dex99a5i.htm EX-99-(A)(5)(I) Exhibit (a)(5)(I) BGC FILES PRELIMINARY PROXY MATERIALS AND ISSUES LETTER TO GFI SHAREHOLDERS Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Transaction and Tender Their Shares to BGC NEW YORK, NY – January 9, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company prim

BGC ISSUES LETTER TO GFI BOARD AND SPECIAL COMMITTEE

EX-99.2 3 d849641dex992.htm EX-99.2 Exhibit 99.2 BGC ISSUES LETTER TO GFI BOARD AND SPECIAL COMMITTEE NEW YORK, NY – January 9, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today announced that it has issued a letter to the board of directors and special committee of

BGC FILES PRELIMINARY PROXY MATERIALS AND ISSUES LETTER TO GFI SHAREHOLDERS Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Transaction and Tender Their Shares to BGC

EX-99.1 Exhibit 99.1 BGC FILES PRELIMINARY PROXY MATERIALS AND ISSUES LETTER TO GFI SHAREHOLDERS Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Transaction and Tender Their Shares to BGC NEW YORK, NY – January 9, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “the Company,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate marke

BGCP / BGC Partners, Inc. DFAN14A - - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 9, 2015 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191, 1-35591 13-4063515 (State or other jurisdiction of incorporation)

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 7 TO SC TO

AMENDMENT NO. 7 TO SC TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP, L

BGCP / BGC Partners, Inc. PREC14A - - PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO. 6 TO SC TO

Amendment No. 6 to SC TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP, L

BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $5.45 PER SHARE Demands that GFI Board Take Immediate Action to Protect the Interests of All GFI Shareholders and Exclude GFI Management from Further Deliberations on the Tender Intends to So

EX-99.(a)(5)(H) Exhibit (a)(5)(H) Press release issued by BGC Partners, Inc., dated January 7, 2015 BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $5.45 PER SHARE Demands that GFI Board Take Immediate Action to Protect the Interests of All GFI Shareholders and Exclude GFI Management from Further Deliberations on the Tender Intends to Solicit Proxies AGAINST the GFI Management/CME Trans

BGCP / BGC Partners, Inc. DFAN14A - - FORM 8-K

DFAN14A 1 d842507d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 7, 2015 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191, 1-35591 13-4063515 (State or other jurisd

BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $5.45 PER SHARE Demands that GFI Board Take Immediate Action to Protect the Interests of All GFI Shareholders and Exclude GFI Management from Further Deliberations on the Tender Intends to So

EX-99.1 Exhibit 99.1 BGC EXTENDS ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP FOR $5.45 PER SHARE Demands that GFI Board Take Immediate Action to Protect the Interests of All GFI Shareholders and Exclude GFI Management from Further Deliberations on the Tender Intends to Solicit Proxies AGAINST the GFI Management/CME Transaction Urges GFI Shareholders to Tender Their Shares to BGC Reaffirms Commitmen

CME / CME Group, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2015 CME GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31553 36-4459170 (State or other jurisdiction of incorporation) (Commission File

CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015 LONDON, CHICAGO and NEW YORK, January 5, 2015 — CME Group Inc., the world’s leading and most diverse derivatives marketplace, and GFI Group Inc., a leading intermediary and provider of trading technologies and su

CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015

Exhibit 99.1 FOR IMMEDIATE RELEASE CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015 LONDON, CHICAGO and NEW YORK, January 5, 2015 — CME Group Inc., the world’s leading and most diverse derivatives marketplace, and GFI Group Inc., a leading intermediary and provider of trading technologies and support se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015

Exhibit 99.1 FOR IMMEDIATE RELEASE CME GROUP AND GFI GROUP RECEIVE REGULATORY APPROVALS FOR REVISED TRANSACTION; SPECIAL MEETING OF GFI STOCKHOLDERS SCHEDULED FOR JANUARY 27, 2015 LONDON, CHICAGO and NEW YORK, January 5, 2015 — CME Group Inc., the world’s leading and most diverse derivatives marketplace, and GFI Group Inc., a leading intermediary and provider of trading technologies and support se

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2015 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

BGC INCREASES ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.45 PER SHARE BGC’s All-Cash Offer is Plainly Superior to CME’s Stock and Cash Offer Minimum Tender Condition Reduced to 45% of GFI Shares BGC Prepared to Close Upon Completion of Tender O

EX-99.(a)(5)(G) Exhibit (a)(5)(G) Press release issued by BGC Partners, Inc., dated December 19, 2014 BGC INCREASES ALL-CASH TENDER OFFER TO ACQUIRE GFI GROUP TO $5.45 PER SHARE BGC’s All-Cash Offer is Plainly Superior to CME’s Stock and Cash Offer Minimum Tender Condition Reduced to 45% of GFI Shares BGC Prepared to Close Upon Completion of Tender Offer NEW YORK, NY – December 19, 2014 – BGC Part

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.5 TO SCHEDULE TO

Amendment No.5 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

GFIG / GFI Group, Inc. / Bgc Partners, Inc. - AMENDMENT NO.4 TO SC TO-T

Amendment No.4 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) GFI Group Inc. (Name of Subject Company) BGC Partners, L.P. (Offeror) BGC Partners, Inc. (Parent of Offeror) BGC Holdings, LLC BGC Holdings, L.P. BGC GP,

GFIG / GFI Group, Inc. / Bgc Partners, Inc.

Correspondence [Letterhead of Wachtell, Lipton, Rosen & Katz] December 10, 2014 VIA EDGAR David L.

BGC EXTENDS TENDER OFFER TO ACQUIRE GFI GROUP Satisfies Regulatory Closing Condition

EX-99.(a)(5)(F) Exhibit (a)(5)(F) Press release issued by BGC Partners, Inc., dated December 9, 2014 BGC EXTENDS TENDER OFFER TO ACQUIRE GFI GROUP Satisfies Regulatory Closing Condition NEW YORK, NY – December 9, 2014 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” or “BGC”), a leading global brokerage company primarily servicing the financial and real estate markets, today announced that it

GFIG / GFI Group, Inc. CORRESP - -

Direct Dial + 1 212 819 7848 Facsimile + 1 212 354 8113 [email protected] December 9, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: David L. Orlic, Esq. Special Counsel Office of Mergers and Acquisitions Re: GFI Group Inc. Amendment No. 1 to Schedule 14D-9 filed on November 24, 2014 SEC File No. 005-80

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34897 GFI G

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

Exhibit 2.3 Execution Version AMENDMENT NO. 1 TO PURCHASE AGREEMENT This Amendment No. 1 to Purchase Agreement, dated as of December 2, 2014 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purpose

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger, dated as of December 2, 2014 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

Exhibit 2.3 Execution Version AMENDMENT NO. 1 TO PURCHASE AGREEMENT This Amendment No. 1 to Purchase Agreement, dated as of December 2, 2014 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purpose

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Exhibit (e)(21) FOR IMMEDIATE RELEASE CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders · GFI Group Stockholders To Receive $5.

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

EX-2.4 5 a14-255081ex2d4.htm EX-2.4 Exhibit 2.4 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL December 2, 2014 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc. c/o GFI Group Inc. 55 Water St. New York, NY 10041 Attention: Jim Peers Re: Acquisition IDB Business / Project GFI Ladies and Gentlemen: You have advised Jefferies Finance LLC (“Jeffe

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Exhibit 99.1 FOR IMMEDIATE RELEASE CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders · GFI Group Stockholders To Receive $5.25 per GFI Group Share in Mix of CME Group Stock and Cash · Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $254M from $165M Plus the Assumption at Closing of Approximately $72M in Unvested Deferred Compens

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger, dated as of December 2, 2014 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger, dated as of December 2, 2014 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware li

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2014 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022

Exhibit 2.4 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 CONFIDENTIAL December 2, 2014 AMENDED AND RESTATED COMMITMENT LETTER GFI Holdco Inc. c/o GFI Group Inc. 55 Water St. New York, NY 10041 Attention: Jim Peers Re: Acquisition IDB Business / Project GFI Ladies and Gentlemen: You have advised Jefferies Finance LLC (“Jefferies Finance,” “we” or “us”) that GF

GFIG / GFI Group, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2014 GFI GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-34897 80-0006224 (State or other jurisdiction (Commission (I.R.S. Employer of incor

CME / CME Group, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2014 (December 2, 2014) CME GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31553 36-4459170 (State or other jurisdiction of incorporati

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EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders • GFI Group Stockholders To Receive $5.25 per GFI Group Share in Mix of CME Group Stock and Cash • Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $254M from $165M Plus the Assumption at Closing of Approximately $72M in Unvested Deferred

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Exhibit 99.1 FOR IMMEDIATE RELEASE CME Group and GFI Group Announce Revised Offer for GFI Group Stockholders · GFI Group Stockholders To Receive $5.25 per GFI Group Share in Mix of CME Group Stock and Cash · Private Consortium of GFI Group Management to Increase Cash Payment for GFI’s IDB Business to $254M from $165M Plus the Assumption at Closing of Approximately $72M in Unvested Deferred Compens

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger, dated as of December 2, 2014 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merg

GFIG / GFI Group, Inc. SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No.

GFIG / GFI Group, Inc. CORRESP - -

Direct Dial + 1 212 819 7900 Facsimile + 1 212 354 8113 [email protected] November 24, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: David L. Orlic, Esq. Special Counsel Office of Mergers and Acquisitions Re: GFI Group Inc. Schedule 14D-9 filed on November 4, 2014 SEC File No. 005-80318 Dear Mr. Orli