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Virtu KCG Holdings LLC – ‘8-K’ for 3/10/15 – ‘EX-99.2’

On:  Monday, 3/16/15, at 4:40pm ET   ·   For:  3/10/15   ·   Accession #:  1193125-15-93851   ·   File #:  0-54991

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/15  Virtu KCG Holdings LLC            8-K:1,2,8,9 3/10/15    6:1.5M                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     37K 
 2: EX-1.1      Underwriting Agreement                              HTML    202K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    843K 
 4: EX-10.1     Material Contract                                   HTML    300K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     14K 
 6: EX-99.2     Miscellaneous Exhibit                               HTML     13K 


EX-99.2   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-99.2  

Exhibit 99.2

 

 

LOGO

KCG Holdings, Inc.

545 Washington Boulevard

Jersey CityNew Jersey 07310

1 201 222 9400 tel

1 800 544 7508 toll free

 

www.kcg.com

KCG COMPLETES SALE OF KCG HOTSPOT

JERSEY CITY, New Jersey – March 13, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the completion of the sale of spot FX trading venue KCG Hotspot to BATS Global Markets. At the close, based on the $365 million purchase price, KCG received cash proceeds representing approximately $225 million on an after-tax basis.

KCG can receive up to approximately $70 million in additional consideration in the three-year period following the close pursuant to a tax sharing arrangement. The additional consideration will appear on the balance sheet at its discounted fair value. As previously announced, with the close of the transaction, KCG’s tangible book value will increase by approximately $2.00 per share. In addition, as a result of the sale, KCG’s headcount will be reduced by approximately 40 full-time employees.

KCG was advised on the transaction by Jefferies LLC and Sullivan & Cromwell LLP.

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 sale of KCG’s reverse mortgage origination and securitization business, sale of KCG’s futures commission merchant and the sale of 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 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, and 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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/16/15
3/13/154
For Period End:3/10/154,  CORRESP,  UPLOAD
12/31/1410-K,  13F-HR
8/1/12
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Filing Submission 0001193125-15-093851   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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