Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On April 25, KCG Holdings, In., a Delaware corporation (KCG or the Company), issued a press release, a copy of
which is furnished as Exhibit 99.1 and incorporated by reference into this Item 8.01, announcing that the Companys board of directors has cancelled the 2017 Annual Meeting of Stockholders previously scheduled for May 10, 2017.
On April 20, 2017, KCG entered into an Agreement and Plan of Merger (the Merger Agreement) with Virtu Financial, Inc., a
Delaware corporation (Parent), and Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into KCG with KCG
surviving as a wholly-owned subsidiary of Parent. The merger is expected to close during the third quarter of 2017. The Company expects that the current members of its board of directors will continue as directors until the completion of the Merger,
including Rene M. Kern and John C. (Hans) Morris, who were not seeking
re-election
to the Board at the 2017 Annual Meeting.
Additional Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of the proposed merger between KCG and Virtu (the Merger). In connection with the Merger, KCG intends to file relevant materials with the SEC, including a proxy statement
on Schedule 14A.
INVESTORS AND STOCKHOLDERS OF KCG ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING KCGS PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and
stockholders will be able to obtain copies of the documents, when filed, free of charge at the SECs website (http://www.sec.gov). Investors and stockholders may also obtain copies of documents filed by KCG with the SEC by contacting KCG at
Investor Relations, KCG Holdings, Inc., 300 Vesey Street, New York, NY 10282, by email at jmairs@kcg.com, or by visiting KCGs website (http://investors.kcg.com).
Participants in Solicitation
KCG and its directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of KCG Class A Common Stock in connection
with the proposed Merger. Information about KCGs directors and executive officers is available in KCGs proxy statement for its 2017 Annual Meeting of Stockholders, which was filed
with the SEC on March 31, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any investment or voting
decisions.
Forward-looking Statements
Certain
statements contained herein 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 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 inability to manage trading strategy performance and grow revenue and earnings; (ii) the receipt of additional
payments from the sale of KCG Hotspot that are subject to certain contingencies; (iii) changes in market structure, legislative, regulatory or financial reporting rules, including the increased focus by Congress, federal and state
regulators, self-regulatory organizations and the media on market structure issues, and in particular, the scrutiny of high frequency trading, best execution, internalization, alternative trading systems, market fragmentation, colocation, access to
market data feeds, and remuneration arrangements such as payment for order flow and exchange fee structures; (iv) past or future changes to KCGs organizational structure and management; (v) 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; (vi) KCGs ability to keep up with technological changes; (vii) KCGs ability to
effectively identify and manage market risk, operational and technology risk, cybersecurity risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (viii) the
cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; (ix) the effects of increased competition and KCGs ability to maintain and
expand market share; (x) the migration of KCGs Jersey City, NJ data center operations to other commercial data centers and colocations; (xi) the completion of the Merger in a timely manner or at all; (xii) obtaining required
governmental approvals of the Merger on the terms expected or on the anticipated schedule; (xiii) KCGs stockholders failing to approve the Merger; (xiv) the parties to the Merger Agreement failing to satisfy other conditions to the
completion of the Merger, or failing to meet expectations regarding the timing and completion of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (xv) the
effect of the announcement or pendency of the Merger on KCG s business relationships, operating results, and business generally; (xvi) risks that the proposed Merger disrupts current
operations of KCG and potential difficulties in KCG employee retention as a result of the Merger; risks related to diverting managements attention from KCG s ongoing business operations;
(xvii) the outcome of any legal proceedings that may be instituted against KCG related to the Merger Agreement or the Merger; and (xviii) the amount of the costs, fees, expenses and other charges related to the Merger. The list above is
not exhaustive. Because forward looking statements involve risks and uncertainties, the actual results and performance of KCG may materially differ from the results expressed or implied by such statements. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, KCG also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions
to the forward-looking statements made herein. Readers should carefully review the risks and uncertainties disclosed in KCGs reports with the SEC, including those detailed in Risk Factors in Part I, Item 1A and elsewhere in the
Annual Report on
Form 10-K
for the year ended December 31, 2016, and in other reports or documents KCG files with, or furnishes to, the SEC from time to time.
Item 9.01 Financial Statements and Exhibits
The
following exhibit is filed with this report.
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Exhibit No.
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Description
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99.1
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Press Release of KCG Holdings, Inc., issued on April 25, 2017
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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.
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KCG Holdings, Inc.
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(Registrant)
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Date: April 25, 2017
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By:
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/s/ John McCarthy
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Name:
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John McCarthy
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Title:
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General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of KCG Holdings, Inc., issued on April 25, 2017
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