Item 8.01. Other Events.

On May 30, 2017, the U.S. Federal Trade Commission granted early termination, effective immediately, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the pending acquisition by Virtu Financial, Inc., a Delaware corporation (the “Company”), of KCG Holdings, Inc. a Delaware Corporation (“KCG”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 20, 2017, with Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and KCG (the “Merger”).

The Merger remains subject to other closing conditions, including, among others: (i) approval of the Merger Agreement by the holders of a majority of KCG’s issued and outstanding shares of Class A common stock, par value $0.01 per share, voting together as a single class; (ii) the receipt of other required governmental or regulatory approvals; (iii) the absence of any order or legal requirement issued or enacted by any court or other governmental authority, which is in effect and prevents the consummation of the Merger; and (iv) the passing of 20 calendar days from the date on which the Company mails to the Company’s stockholders the 14C Information Statement in definitive form. The Company’s obligation to consummate the Merger is also conditioned on, among other things, the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) on KCG.

Additional Information and Where to Find it

This communication is being made in respect of the proposed Merger involving the Company, KCG and Merger Sub. The Company will prepare an Information Statement on Schedule 14C for its stockholders with respect to the approval of the equity financing described herein. When completed, the Information Statement will be mailed to the Company’s stockholders. The Company may be filing other documents with the SEC as well. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website, or from the Company by directing a request by mail or telephone to 900 Third Avenue New York, NY 10022-1010, Attention: Investor Relations, Andrew Smith, (212) 418-0195, [email protected].


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 up +0.14 at 16.15 with 490,399 shares trading hands.