Current Report Filing (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): May 30, 2014

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

(Registrant’s 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 (see General Instruction A.2. below):

¨	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))

Item 1.01

Entry into a Material Definitive Agreement

As previously announced, on May 14, 2014, KCG Holdings, Inc. (the “Company”) commenced a consent solicitation (the “Consent Solicitation”) with respect to its outstanding 8.250% Senior Secured Notes due 2018 (CUSIP Nos.: U24478AA4, 48244BAA8 and 48244BAB6) (the “Notes”) pursuant to a Consent Solicitation Statement (the “Consent Solicitation Statement”) dated as of May 14, 2014. The Company was soliciting consents from registered holders (“Holders”) of the Notes as of 5:00 p.m., New York City time, May 13, 2014 (the “Record Date”) to amend the terms of the Registration Rights Agreement, dated as of June 5, 2013 (as amended and supplemented, the “Registration Rights Agreement”), by the Company and certain subsidiary guarantors (the “Guarantors”) of the Notes, and accepted and agreed by Jefferies LLC, as representative of the initial purchasers of the Notes, with respect to the Notes. The Notes were issued under an indenture, dated as of June 5, 2013, between the Company, The Bank of New York Mellon, as trustee and collateral agent and the Guarantors.

On May 30, 2014, the Company announced that it had received, as of 5:00 p.m., New York City time, on May 29, 2014, valid consents from the Holders of $300,530,000 in aggregate principal amount of the Notes, representing 98.53% of the total aggregate principal amount of the Notes. Therefore the Company has received the requisite consents to amend the Registration Rights Agreement.

On May 30, 2014, the Company entered into the First Amendment (the “Amendment”) to the Registration Rights Agreement. The Amendment (i) postpones the deadline by which the Company must use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Exchange Registration Statement”) with respect to an offer (the “Exchange Offer”) to exchange the Notes for a new series of notes (the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended, from June 5, 2014 (the “Original Registration Deadline”) to June 30, 2015 (the “Postponed Registration Deadline”) and (ii) postpones the deadline by which the Company must use commercially reasonable efforts to file with and have declared effective by the SEC a shelf registration statement (the “Shelf Registration Statement”) to cover certain resales of the Notes from the Original Registration Deadline to the Postponed Registration Deadline. As a result, the Amendment also has the effect of postponing the date on which an additional amount, referred to in the Registration Rights Agreement as “Additional Interest,” which constitutes liquidated damages and is the exclusive remedy available to Holders for failing to register the Notes, begins to accrue as a result of failing to consummate the Exchange Offer or have the Shelf Registration Statement declared effective. Accordingly, the Company and the Guarantors no longer have any obligation to pay Holders Additional Interest as of the Original Registration Deadline, even if the Company and the Guarantors do not prepare, file or have declared effective an Exchange Registration Statement or a Shelf Registration Statement or consummate the Exchange Offer by such date.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete copy of the agreement that is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits


Exhibit 4.1		First Amendment to Registration Rights Agreement, dated as of May 30, 2014, by the Company amending the Registration Rights Agreement filed as Exhibit 4.10 to KCG’s Form 8-K filed on July 1, 2013 (File No. 000-54991) and incorporated herein by reference.

SIGNATURE

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’s duly authorized signatory.

Dated: June 2, 2014


KCG HOLDINGS, INC.

By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel and Corporate Secretary

Exhibit 4.1

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of May 30, 2014, by KCG Holdings, Inc. (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Registration Rights Agreement.

W I T N E S S E T H

WHEREAS, the Company, certain subsidiaries of the Company, as guarantors and Jefferies LLC, as representative of the initial purchasers of the Notes, have entered into a registration rights agreement, dated as of June 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”), with respect to the Company’s 8.250% Senior Secured Notes due 2018 (the “Notes”);

WHEREAS, the Company launched a consent solicitation pursuant to a consent solicitation statement (the “Consent Solicitation Statement”) dated May 14, 2014 to, among other things, amend Section 3(a) and Section 4(a) of the Registration Rights Agreement to (i) postpone the deadline by which the Company must use commercially reasonable efforts to prepare and file with the SEC a registration statement with respect to the Exchange Offer and issue Exchange Notes to Holders that exchange their Notes in the Exchange Offer from June 5, 2014 to June 30, 2015 and (ii) postpone the deadline by which the Company must use commercially reasonable efforts to file with and have declared effective by the SEC a shelf registration statement to cover certain resales of the Notes from June 5, 2014 to June 30, 2015;

WHEREAS, Section 12(d) of the Registration Rights Agreements provides, among other things, that the Company may amend, modify or supplement the Registration Rights Agreement with the consent of Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes, subject to certain exceptions;

WHEREAS, pursuant to a tabulation certificate, dated May 29, 2014, by Ipreo LLC, in its capacity as the tabulation agent (the “Tabulation Agent”) in connection with the Consent Solicitation Statement, the Tabulation Agent has (1) received valid consents pursuant to the Consent Solicitation Statement from the holders of $300,530,000 in aggregate principal amount of the Notes, representing 98.53% of the total aggregate principal amount of the Notes, and (2) none of such consents have been validly revoked or withdrawn at or prior to the Expiration Time (as defined in the Consent Solicitation Statement);

WHEREAS, all conditions precedent and requirements necessary to make this Amendment a valid and legally binding agreement in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized;

WHEREAS, the Company has obtained the requisite consent of Holders of at least a majority in aggregate principal amount of Registrable Notes;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company covenants and agrees for the equal and ratable benefit of the Holders as follows:

ARTICLE 1

AMENDMENT

Section 1.1. Section 3(a) of the Registration Rights Agreement is hereby amended by deleting the phrase “365 days after the Closing Date (or, if such date is not a Business Day, on the next succeeding Business Day)” and inserting in its place: “June 30, 2015”.

Section 1.2. Section 4(a) of the Registration Rights Agreement is hereby amended by (a) deleting the phrase “the 365th day following the Closing Date (or, if such date is not a Business Day, on the next succeeding Business Day)” and inserting in its place: “June 30, 2015”; and (b) deleting the phrase “the date which is one year from the Closing Date” and inserting in its place: “June 30, 2015”.

ARTICLE 2

MISCELLANEOUS

Section 2.1. EFFECTIVENESS. This Amendment shall be effective when it is duly executed by the Company.

Section 2.2. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS AMENDMENT.

Section 2.3. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.4. The Registration Rights Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.