Current Report Filing (8-k)
September 26 2016 - 4:50PM
Edgar (US Regulatory)
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): September 26, 2016
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 (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))
|
On September 26, 2016, CBOE Holdings, Inc. (
CBOE
)
and Bats Global Markets, Inc. (
Bats
) announced that they had entered into a definitive merger agreement pursuant to which CBOE would acquire Bats. Upon completion of the merger, each share of Bats common stock, par value $0.01 per
share (
Bats Common Stock
) will be converted into the right to receive $10.00 in cash and 0.3201 shares of CBOE common stock. Shareholders of Bats will have the right to elect to receive mixed consideration, all cash or all CBOE
common stock, subject to proration. A wholly-owned subsidiary of KCG Holdings, Inc. (
KCG
) holds 13,233,742 shares of Bats Common Stock (or approximately 13.8% of the total outstanding shares of Bats Common Stock based on
95,679,427 shares outstanding as of the April 15, 2016 initial public offering).
In connection with its sale of shares in the
initial public offering of Bats in April 2016, KCG agreed to a lock-up agreement that restricts KCGs ability to transfer shares of Bats Common Stock for a period of time following the initial public offering. Pursuant to the terms of the
lock-up agreement, approximately 4.4 million shares of Bats Common Stock held by KCG will be released from the lock-up on October 13, 2016. If the merger between CBOE and Bats is completed, the lock-up agreement will terminate and any
shares of CBOE common stock that KCG receives in the transaction will be freely transferable.
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
undersigneds duly authorized signatory.
Dated: September 26, 2016
|
|
|
KCG HOLDINGS, INC.
|
|
|
By:
|
|
/s/ John McCarthy
|
|
|
|
Name:
|
|
John McCarthy
|
Title:
|
|
General Counsel
|
KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Sep 2024 to Oct 2024
KCG Holdings, Inc. (NYSE:KCG)
Historical Stock Chart
From Oct 2023 to Oct 2024