Item 8.01 Other Events.
On June 21, 2017, KCG Holdings, Inc. (KCG) issued a conditional notice of redemption to holders of its 6.875% Senior Secured
Notes due 2020 (the Notes) that KCG will redeem in full all of the Notes issued and outstanding on the later of (x) July 21, 2017 and (y) the business day immediately following the Effective Date (as defined below) (the
Redemption Date). The redemption price for the Notes will be 103.438% of the principal amount thereof, plus accrued and unpaid interest as of the Redemption Date, in accordance with the provisions of the indenture governing the Notes.
The redemption of the Notes is subject to and conditioned upon the consummation of the transactions under the Agreement and Plan of Merger, by and among Virtu Financial, Inc. (Virtu), Orchestra Merger Sub, Inc. and KCG, dated as of
April 20, 2017 (the Merger Agreement). The date of the consummation of the transactions under the Merger Agreement is referred to as the Effective Date.
This Current Report on Form 8-K is not an offer to buy, or a notice of redemption with respect to, the Notes or any other securities.
Additional Information and Where to Find It
This Current
Report on Form 8-K may be deemed to be solicitation material in respect of the previously announced merger (the Merger) between KCG and Virtu. In connection with the proposed Merger, KCG has filed 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 AND ANY AMENDMENT THERETO, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER.
Investors and stockholders may obtain copies of the documents 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 requesting them from KCG in writing at Investor Relations, KCG Holdings, Inc., 300 Vesey Street, New York, NY 10282 or 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, are contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed Merger. Investors and stockholders should read the
proxy statement carefully 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 the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, and in other reports or documents KCG files with, or furnishes to, the
SEC from time to time.