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 28, 2015
KCG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
DELAWARE |
|
000-54991 |
|
38-3898306 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(201) 222-9400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 28, 2015, KCG Holdings, Inc. issued a press release
announcing that it has entered into a definitive agreement to sell its indirect wholly-owned subsidiary, Hotspot FX Holdings, Inc., and its subsidiaries to BATS Global Markets, Inc. A copy of the press release is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
|
|
|
(d) |
|
Exhibits |
|
|
Exhibit 99.1 |
|
Press Release of KCG Holdings, Inc., dated January 28, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
KCG Holdings, Inc. |
(Registrant) |
|
|
By: |
|
/s/ John McCarthy |
Name: |
|
John McCarthy |
Title: |
|
General Counsel |
Date: January 28, 2015
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description of Exhibit |
|
|
99.1 |
|
Press Release of KCG Holdings, Inc., dated January 28, 2015. |
Exhibit 99.1
|
|
|
|
|
KCG Holdings, Inc. |
|
545 Washington Boulevard Jersey City, New
Jersey 07310 |
|
1 201 222 9400 tel |
|
1 800 544 7508 toll free
www.kcg.com |
KCG ANNOUNCES SALE OF KCG HOTSPOT TO BATS GLOBAL MARKETS
Transaction is expected to increase KCGs tangible book value by approximately $2.00 per share
JERSEY CITY, New Jersey January 28, 2015 KCG Holdings, Inc. (NYSE: KCG) today announced it has entered into a definitive agreement
to sell KCGs spot FX trading venue, KCG Hotspot, to BATS Global Markets. The transaction is expected to be completed in the second quarter of 2015.
Under the terms of the agreement, KCG will receive $365 million in cash upon the close of the transaction. In addition, the parties have agreed to share
certain tax benefits, which could result in further payments to KCG of up to approximately $70 million in the three-year period following the close. Upon the close, the transaction is expected to increase KCGs tangible book value by
approximately $2.00 per share.
Daniel Coleman, Chief Executive Officer of KCG, remarked, The sale of Hotspot is expected to realize significant
value for KCGs shareholders while simultaneously allowing us to continue to focus on the expansion of our global FX client market making business. Upon completion of the deal, our focus will be on putting the cash to good use for KCG and our
shareholders.
Joe Ratterman, Chief Executive Officer of BATS, said Hotspot is an innovative foreign exchange leader which will become an
important part of our expanding global footprint, and we are excited to welcome their highly-regarded team to BATS Global Markets. Their FX expertise and reputation, along with our technology excellence and global presence, will make for a powerful
combination and enable us to have a meaningful and significant impact on the direction of the FX market in the years to come.
Coleman continued,
After conducting a thorough and competitive process, it became clear that BATS is the right strategic partner for Hotspot, as well as its clients and employees. BATS and Hotspot share a commitment to technological excellence. This, coupled
with the experience, resources and insights derived from operating global multi-asset class markets, ensures that BATS is well positioned to further accelerate Hotspots growth.
Hotspot caters to a broad group of trading participants, providing institutions, dealers and retail broker clients with spot foreign exchange executions
through an advanced, fully electronic platform.
KCG was advised on the transaction by Jefferies LLC and Sullivan & Cromwell LLP.
About KCG
KCG is a leading independent securities firm
offering investors and clients a range of services designed to address trading needs across asset classes, product types and time zones. The firm combines advanced technology with exceptional client service across market making, agency execution and
venues. KCG has multiple access points to trade global equities, fixed income, currencies and commodities via voice or automated execution. www.kcg.com
Certain statements contained herein may constitute forward-looking statements within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend,
target, estimate, continue, positions, prospects or potential, by future conditional verbs such as will, would, should, could or
may, or by variations of such words or by similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about KCGs industry,
managements beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Any forward-looking statement contained herein speaks only as of the date on which it is made.
Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks
associated with: (i) the strategic business combination (the Mergers) of Knight Capital Group, Inc. (Knight) and GETCO Holding Company, LLC (GETCO), including, among other things, (a) difficulties and delays in
integrating the Knight and GETCO businesses or fully realizing cost savings and other benefits, (b) the inability to sustain revenue and earnings growth, and (c) customer and client reactions to the Mergers; (ii) the August 1, 2012 technology issue
that resulted in Knights broker-dealer subsidiary sending numerous erroneous orders in NYSE-listed and NYSE Arca securities into the market and the impact to Knights business as well as actions taken in response thereto and consequences
thereof; (iii) the sale of KCGs reverse mortgage origination and securitization business, sale of KCGs futures commission merchant and the agreement to sell KCG Hotspot; (iv) changes in market structure, legislative, regulatory or
financial reporting rules, including the increased focus by regulators, the New York Attorney General, Congress and the media on market structure issues, and in particular, the scrutiny of high frequency trading, alternative trading systems, market
fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow and exchange fee structures; (v) past or future changes to organizational structure and management; (vi) KCGs ability to
develop competitive new products and services in a timely manner and the acceptance of such products and services by KCGs customers and potential customers; (vii) KCGs ability to keep up with technological changes; (viii) KCGs
ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (ix) the cost and other
effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; and (x) the effects of increased competition and KCGs ability to maintain and expand market
share. The list above is not exhaustive. Readers should carefully review the risks and uncertainties disclosed in KCGs reports with the SEC, including, without limitation, those detailed under Risk Factors in KCGs Annual
Report on Form 10-K for the year-ended December 31, 2013, under Certain Factors Affecting Results of Operations in KCGs Quarterly Report on Form 10-Q for the period ended September 30, 2014 and other reports or documents KCG files
with, or furnishes to, the SEC from time to time.
CONTACTS
|
|
|
Sophie Sohn |
|
Jonathan Mairs |
Communications & Marketing |
|
Investor Relations |
312-931-2299 |
|
201-356-1529 |
media@kcg.com |
|
jmairs@kcg.com |
KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Mar 2024 to Apr 2024
KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Apr 2023 to Apr 2024