KCG Holdings, Inc (NYSE:KCG) Files An 8-K Other Events

Item8.01 Other Events.

On June21, 2017, KCG Holdings, Inc. (KCG) issued a conditional
notice of redemption to holders of its 6.875% Senior Secured
Notes due 2020 (the Notes) that KCG will redeem in full all of
the Notes issued and outstanding on the later of (x)July21, 2017
and (y)the business day immediately following the Effective Date
(as defined below) (the Redemption Date). The redemption price
for the Notes will be 103.438% of the principal amount thereof,
plus accrued and unpaid interest as of the Redemption Date, in
accordance with the provisions of the indenture governing the
Notes. The redemption of the Notes is subject to and conditioned
upon the consummation of the transactions under the Agreement and
Plan of Merger, by and among Virtu Financial, Inc. (Virtu),
Orchestra Merger Sub, Inc. and KCG, dated as of April20, 2017
(the Merger Agreement). The date of the consummation of the
transactions under the Merger Agreement is referred to as the
Effective Date.

This Current Report on Form 8-K is not an offer to buy, or a
notice of redemption with respect to, the Notes or any other
securities.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation
material in respect of the previously announced merger (the
Merger) between KCG and Virtu. In connection with the proposed
Merger, KCG has filed relevant materials with the SEC, including
a proxy statement on Schedule 14A. INVESTORS AND
STOCKHOLDERS OF KCG ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING KCGS PROXY STATEMENT AND ANY
AMENDMENT THERETO, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and
stockholders may obtain copies of the documents free of charge at
the SECs website (http://www.sec.gov). Investors and stockholders
may also obtain copies of documents filed by KCG with the SEC by
requesting them from KCG in writing at Investor Relations, KCG
Holdings, Inc., 300 Vesey Street, New York, NY 10282 or by email
at [email protected], or by visiting KCGs website
(http://investors.kcg.com).

Participants in Solicitation

KCG and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the holders of KCG ClassA Common
Stock in connection with the proposed Merger. Information about
KCGs directors and executive officers is available in KCGs proxy
statement for its 2017 Annual Meeting of Stockholders, which was
filed with the SEC on March31, 2017. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, are contained in the proxy statement and other
relevant materials filed with the SEC regarding the proposed
Merger. Investors and stockholders should read the proxy
statement carefully before making any investment or voting
decisions.

Forward-looking Statements

Certain statements contained herein 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 similar expressions. These
forward-looking statements are not historical facts and are based
on current expectations, estimates and projections about KCGs
industry, managements 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 byCongress, federal and state regulators,
self-regulatory organizations and the media on market structure
issues, and in particular, the scrutiny of high frequency
trading, best execution, internalization, 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 KCGs
organizational structure and management; (v)KCGs ability to
develop competitive new products and services in a timely manner
and the acceptance of such products and services by KCGs
customers and potential customers; (vi)KCGs ability to keep up
with technological changes; (vii)KCGs 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 KCGs ability to maintain and expand market share;
(x)the migration of KCGs Jersey City, NJ data center operations
to other commercial data centers and colocations; (xi)the
completion of the Merger in a timely manner or at all;
(xii)obtaining required governmental approvals of the Merger on
the terms expected or on the anticipated schedule; (xiii)KCGs
stockholders failing to approve the Merger; (xiv)the parties to
the Merger Agreement failing to satisfy other conditions to the
completion of the Merger, or failing to meet expectations
regarding the timing and completion of the Merger; the occurrence
of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; (xv)the effect of the
announcement or pendency of the Merger on KCG s business
relationships, operating results, and business generally;
(xvi)risks that the proposed Merger disrupts current operations
of KCG and potential difficulties in KCG employee retention as a
result of the Merger; risks related to diverting managements
attention from KCG s ongoing business operations; (xvii)the
outcome of any legal proceedings that may be instituted against
KCG related to the Merger Agreement or the Merger; and (xviii)the
amount of the costs, fees, expenses and other charges related to
the Merger. 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 KCGs reports with the SEC, including those detailed
in Risk Factors in Part I, Item1A and elsewhere in the Annual
Report on Form 10-K for the year ended December31, 2016 and the
Quarterly Report on Form 10-Q for the quarterly period ended
March31, 2017, and in other reports or documents KCG files with,
or furnishes to, the SEC from time to time.

Item9.01 Financial Statements and Exhibits

KCG Holdings, Inc. Exhibit
EX-99.1 2 d377695dex991.htm EX-99.1 EX-99.1 Exhibit 99.1         KCG Holdings,…
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