KCG ANNOUNCES SHARE EXCHANGE WITH GENERAL ATLANTIC
November 17 2016 - 5:33PM
KCG ANNOUNCES
SHARE EXCHANGE WITH GENERAL ATLANTIC
NEW YORK, NY - November 17, 2016 - KCG Holdings, Inc. (NYSE: KCG)
today announced that it has entered into a strategic transaction
with General Atlantic, a global growth equity firm. Under the
terms of the transaction, KCG will exchange 8.9 million shares it
owns of Bats Global Markets, Inc. (Bats: BATS) for all of General
Atlantic's 18.7 million shares and 8.1 million warrants of
KCG. In 2007, General Atlantic invested in GETCO, a
predecessor to KCG. The transaction is expected to close by
the end of November, with a portion of the warrants to be settled
in early January 2017.
As a result of this transaction, KCG's total
outstanding share count will be reduced by 18.7 million shares from
total outstanding shares (including restricted stock units) of 86.2
million as of September 30, 2016, and its outstanding warrants will
be reduced to 5.1 million from 13.2 million. Accordingly KCG's
tangible book value is estimated to increase from the September 30,
2016 value of $15.54 by approximately $3.25 per share as a result
of its sales in Bats including the share exchange.
Daniel Coleman, Chief Executive Officer of KCG,
said, "We are pleased to have achieved such a positive outcome for
both KCG and General Atlantic, our long-time partner. We
believe the accretive nature of this transaction further
strengthens our efforts to create significant value for our
shareholders today and for years to come."
KCG was advised on the transaction by Jefferies
LLC and Sullivan & Cromwell LLP.
About KCG
KCG is a leading independent securities firm offering investors a
range of services designed to address trading needs across asset
classes, product types and time zones. The firm combines advanced
technology with specialized client service across market making,
agency execution and venues and also engages in principal trading
via exchange-based market making. KCG has multiple access points to
trade global equities, fixed income, options, currencies and
commodities via voice or automated execution. www.kcg.com
Certain statements
contained herein and the documents incorporated by reference
containing the words "believes," "intends," "expects,"
"anticipates," and words of similar meaning, may constitute
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. 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 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, the SROs 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; (iv) past or future changes to
KCG's organizational structure and management; (v) 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; (vi) KCG's ability to keep up with
technological changes; (vii) KCG's 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 KCG's ability to maintain
and expand market share; (x) the announced plan to relocate KCG's
global headquarters from Jersey City, NJ to New
York, NY; and (xi) KCG's ability to complete the sale or
disposition of any or all of the assets or businesses that are
classified as held for sale. 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 KCG's reports with the U.S. Securities and
Exchange Commission ("SEC"), including those detailed in "Risk
Factors" in Part I, Item 1A of KCG's Annual Report onForm10-K for
the year ended December 31, 2015, "Legal Proceedings" in Part
I, Item 3, under "Certain Factors Affecting Results of Operations"
in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Part II, Item 7, in "Quantitative and
Qualitative Disclosures About Market Risk" in Part II, Item 7A, and
in other reports or documents KCG files with, or furnishes to,
the SEC from time to time. This information should be
read in conjunction with KCG's Consolidated Financial Statements
and the Notes thereto contained in its Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, and in other reports or documents
KCG files with, or furnishes to, the SEC from time to
time.
CONTACTS
Sophie
Sohn |
Jonathan
Mairs |
Communications & Marketing |
Investor
Relations |
312-931-2299 |
201-356-1529 |
media@kcg.com |
jmairs@kcg.com |
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: KCG Holdings, Inc. via Globenewswire
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