VIRTU FINANCIAL,INC. (NASDAQ:VIRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June2, 2017, Virtu Financial,Inc. (the Company) entered into a
second amendment (the Amendment) to the Third Amended and
Restated Limited Liability Company Agreement of Virtu Financial
LLC with Virtu Financial LLC, a Delaware limited liability
company and subsidiary of the Company (Virtu Financial), and TJMT
Holdings LLC, a Delaware limited liability company that owns
approximately 93.1% of the combined voting power of the Companys
outstanding common stock and is controlled by Mr. Vincent Viola,
the Companys Founder and Executive Chairman. The Amendment
permits Virtu Financial to make certain non-pro rata
distributions to the Company to pay certain expenses of the
Company.
The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached hereto as Exhibit10.1 and is incorporated by reference
in its entirety into this Item 1.01.
Item 8.01. Other Events.
On June2, 2017, the Company announced that (i) certain of its
subsidiaries (the Issuers) priced their previously announced
offering of senior secured second lien notes due 2022 (the Notes)
in connection with financing the Companys pending acquisition of
KCG Holdings,Inc. (the Acquisition) and (ii) the previously
announced first lien term loan also priced. The Issuers now
expect to issue $500 million aggregate principal amount of the
Notes instead of $825 million and to increase the size of the
previously announced senior secured first lien term loan from
$825 million to $1.15 billion. On June2, 2017, the Company issued
a press release (the Press Release) announcing the pricing.
The full text of the Press Release is attached to this Current
Report on Form8-K as Exhibit99.1 and is incorporated by reference
in its entirety into this Item 8.01.
The Notes have been offered in a private offering that is exempt
from registration under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent such
registration or an exemption from the registration requirements
of the Securities Act of 1933, as amended. This Report does not
constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation
or sale of any security in any jurisdiction in which such
offering, solicitation or sale would be unlawful. This Report
contains information about pending transactions, and there can be
no assurance that these transactions will be completed.
Cautionary Note Regarding Forward-Looking
Statements
This report contains forward-looking statements. These
forward-looking statements are subject to numerous uncertainties
and factors relating to the Companys operations and business
environment, as well as uncertainties relating to the
Acquisition. Any forward-looking statements in this report are
based upon information available to the Company on the date of
this report. The Company does not undertake to publicly update or
revise its forward-looking statements even if experience or
future changes make it clear that any statements expressed or
implied therein will not be realized. Additional information on
risk factors that could potentially affect the Companys financial
results may be found in the Companys filings with the Securities
and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
|
ExhibitNo. |
|
Description |
|
10.1 |
Second Amendment, dated as of June2, 2017, to the Third |
|
|
99.1 |
Press Release dated June2, 2017. |
About VIRTU FINANCIAL, INC. (NASDAQ:VIRT)
Virtu Financial, Inc. is a holding company. The Company is a technology-enabled market maker and liquidity provider to the financial markets across the world. It is engaged in buying or selling a range of securities and other financial instruments and earning small bid/ask spreads across various transactions. It has a single, multi-asset, multi-currency technology platform, through which it provides quotations to buyers and sellers in equities, commodities, currencies, options, fixed income and other securities on exchanges, markets and liquidity pools in various countries around the world. It makes markets in a range of different assets classes, such as Americas Equities; Europe, the Middle East and Africa (EMEA) Equities; Asia Pacific (APAC) Equities; Global Commodities; Global Currencies, and Options, Fixed Income and Other Securities. It makes markets for global banks, brokers and other intermediaries, and indirectly provides services to retail and institutional investors. VIRTU FINANCIAL, INC. (NASDAQ:VIRT) Recent Trading Information
VIRTU FINANCIAL, INC. (NASDAQ:VIRT) closed its last trading session down -0.05 at 16.70 with 373,125 shares trading hands.