GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

On May 30, 2018, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), issued a press release to announce that, on May 29, 2018, the Company entered into an Asset Purchase Agreement (the "Purchase Agreement") to sell 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. The transaction is expected to close in the second quarter of 2018, subject to customary closing conditions. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company has also made a presentation discussing the transaction available on its website (ir.gaincapital.com). A copy of the presentation is attached to this Current Report on Form 8-K as Exhibit 99.2.

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 parties to the Purchase Agreement are subject to customary covenants between the date of the Purchase Agreement and 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 provide certain transition services to Buyer for an initial period of 3 months following the closing date, and the parties will enter 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

GAIN Capital Holdings, Inc. Exhibit
EX-99.1 2 exhibit99_1pressrelease.htm PRESS RELEASE Exhibit EXHIBIT 99.1GAIN Capital to Sell GTX ECN Business to Deutsche Börse Group’s FX unit,…
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.