GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP) Files An 8-K Completion of Acquisition or Disposition of Assets

GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.

On June 29, 2018, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), completed the sale of the assets of the Company's GTX ECN business, an institutional platform for trading foreign exchange (the "GTX Business"), to 360TGTX Inc. ("Buyer"), a subsidiary of Deutsche Börse AG, to an Asset Purchase Agreement dated as of May 29, 2018 (the "Purchase Agreement"). The Company previously announced its entry into the Purchase Agreement in a Current Report on Form 8-K filed on May 30, 2018 (the "Prior 8-K").

As reported in the Prior 8-K, the Purchase Agreement provides for a cash purchase price for the GTX Business of $100 million, subject to a customary adjustment based on the GTX Business's working capital on the closing date. The Purchase Agreement contains customary representations and warranties that generally survive until the first anniversary of the closing date. The Company has also agreed to certain non-competition and non-solicitation obligations relating to the GTX Business and its employees that expire on the third anniversary of the closing date. The Company will continue to provide certain transition services to Buyer for an initial period of 3 months following the closing date, and the parties have entered into commercial agreements relating to the continuing support of the GTX Business's prime-of-prime product offering, GTX Direct, and the Company's continued use of the GTX platform as a hedging venue.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information

Attached as Exhibit 99.1 to this Form 8-K, and incorporated herein by reference, are the unaudited pro forma condensed consolidated financial statements of the Company giving effect to the transactions contemplated by the Purchase Agreement for the periods stated therein.

GAIN Capital Holdings, Inc. ExhibitEX-99.1 2 ex991exhibits.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1UNAUDITED PRO FORMA CONDENSEDCONSOLIDATED FINANCIAL STATEMENTSBackgroundOn June 29,…To view the full exhibit click here
About GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP)
GAIN Capital Holdings, Inc. is a provider of trading services and solutions, specializing in over-the-counter (OTC) and exchange-traded markets. The Company’s segments include Retail segment, Institutional segment, Futures segment, and Corporate and other. The retail segment provides its retail customers with access to a range of global financial markets, including spot foreign exchange (forex), precious metals, spread bets and contracts for difference (CFDs) on commodities, indices, individual equities and interest rate products, as well OTC options on forex. The institutional segment provides agency execution services and offers access to markets and self-directed trading in forex, commodities, equities, options and futures through an electronic communications network (ECN), through its GTX platform. The futures segment offers execution and risk management services for exchange-traded futures and futures options on the United States and European futures and options exchanges.