VIRTU FINANCIAL,INC. (NASDAQ:VIRT) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On October24, 2017, Virtu Financial,Inc. (“Virtu”) issued a press release announcing that its subsidiary Virtu Financial LLC had entered into an Asset Purchase Agreement (the “BondPoint Agreement”) with Intercontinental Exchange,Inc. (“ICE”) to which Virtu has agreed to sell specified assets and to assign specified liabilities constituting Virtu’s BondPoint division and fixed income venue (“BondPoint”). BondPoint is a provider of electronic fixed income trading solutions for the buy-side and sell-side offering access to centralized liquidity and automated trade execution services.
The purchase price payable by ICE for BondPoint at the closing of the transaction is four hundred million dollars ($400,000,000) in cash subject to a customary adjustment for working capital of BondPoint. The consummation of the transaction is subject to the satisfaction of customary closing conditions and receipt of certain regulatory clearances, including from the Financial Industry Regulatory Authority,Inc. and the Municipal Securities Rulemaking Board and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The BondPoint Agreement contains customary representations, warranties, covenants and indemnification provisions. The parties have agreed to execute a transition services agreement simultaneously with the closing of the transaction. The transaction is expected to close in the first quarter of 2018.
A copy of the press release is attached as Exhibit99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
99.1 |
Press Release dated October24, 2017 |
Forward-Looking Statements — Certain statements in this Current Report on Form8-K may contain forward-looking information regarding Virtu’s business that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those set forth in the forward-looking statement. For a discussion of such risks and uncertainties, see Virtu’s Securities and Exchange Commission filings, including, but not limited to, the risk factors in Virtu’s Annual Report on Form10-K for the year ended December31, 2016 as filed with the Securities and Exchange Commission on March14, 2017.