JERSEY CITY, N.J., June 9,
2015 /PRNewswire/ -- KCG Holdings, Inc. (NYSE:
KCG) today announced the final results of its "modified Dutch
auction" tender offer, which expired on June
2, 2015 at 5:00 p.m.,
New York City time.
Based on the final count by Computershare, the depositary for
the tender offer, KCG accepted for purchase 23,571,428 shares of
KCG's Class A Common Stock at a purchase price of $14.00 per share, for a total cost of
approximately $330 million, excluding
fees and expenses related to the tender offer. The repurchased
shares represent approximately 22% of KCG's Class A Common Stock
outstanding excluding restricted stock units as of May 7, 2015.
The tender offer was oversubscribed. Pursuant to the terms of
the tender offer, shares were accepted on a pro rata basis, except
for tenders of odd lots, which were accepted in full, for a total
cost of approximately $330 million,
excluding fees and expenses related to the tender offer. KCG has
been informed by the depositary that the proration factor for the
tender offer, after giving effect to the priority of odd lots, is
approximately 29.1%. The depositary will promptly pay for the
shares accepted for purchase and will return all other shares
tendered.
Merrill Lynch, Pierce, Fenner & Smith Incorporated served as
the dealer manager for the tender offer. Georgeson Inc. was the
information agent for the tender offer. All inquiries about the
tender offer should be directed to Merrill Lynch, Pierce, Fenner
& Smith Incorporated toll-free at (888) 803-9655 or Georgeson
Inc. toll-free at (888) 680-1525.
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 KCG's industry,
management's 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 Knight's broker-dealer subsidiary sending numerous
erroneous orders in NYSE-listed and NYSE Arca securities into the
market and the impact to Knight's business as well as actions taken
in response thereto and consequences thereof; (iii) the sales of
KCG's reverse mortgage origination and securitization business,
KCG's futures commission merchant and 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 KCG's organizational structure and management;
(vi) KCG's ability to develop competitive new products and services
in a timely manner and the acceptance of such products and services
by KCG's customers and potential customers; (vii) KCG's ability to
keep up with technological changes; (viii) KCG's 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 KCG's ability to
maintain and expand market share. The list above is not
exhaustive. Readers should carefully review the risks and
uncertainties disclosed in KCG's reports with the SEC, including,
without limitation, those detailed under "Risk Factors" in KCG's
Annual Report on Form 10-K for the year-ended December 31, 2014,
Quarterly Report on Form 10-Q for the quarter-ended March 31, 2015,
and other reports or documents KCG files with, or furnishes to, the
SEC from time to time.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/kcg-announces-final-results-of-its-modified-dutch-auction-tender-offer-300095961.html
SOURCE KCG Holdings, Inc.