Virtu Financial, Inc. Announces Proposed Senior Secured Second Lien Notes Offering
23 Mai 2017 - 10:19PM
Virtu Financial, Inc. (NASDAQ:VIRT) (the “Company”) today announced
that its subsidiaries, Orchestra Borrower LLC and Orchestra
Co-Issuer, Inc. (together, the “Issuers”), intend to offer $825.0
million (the “Offering”) aggregate principal amount of senior
secured second lien notes due 2022 (the “Notes”). The Notes
will be issued to finance, in part, the Company’s pending
acquisition (the “Acquisition”) of KCG Holdings, Inc. (NYSE:KCG)
(“KCG”) and to repay certain indebtedness of the Company and KCG.
The net proceeds of the Notes will be held in escrow until
immediately prior to the consummation of the Acquisition.
Following the Acquisition, the equity interests of the Issuers
will be contributed to Virtu Financial LLC, a direct subsidiary of
the Company (“Virtu Financial”), and Virtu Financial will
contribute such equity interests to its wholly-owned subsidiary,
VFH Parent LLC (“VFH”). VFH will then assume the indebtedness and
all obligations of Orchestra Borrower LLC under the Notes (the
“Assumption”).
The Issuers intend to use the gross proceeds from the Notes to
(i) pay the merger consideration in connection with the
Acquisition; (ii) repay, refinance or retire certain of the
Company’s and KCG’s existing indebtedness; and (iii) pay fees,
expenses and other amounts related to the Acquisition and related
transactions.
After the Assumption, the Notes will be senior secured second
lien notes and will be guaranteed by Virtu Financial and certain of
its subsidiaries (including KCG and certain of its subsidiaries).
The Notes will be offered only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
persons outside of the United States in compliance with Regulation
S under the Securities Act. The issuance and sale of the Notes have
not been registered under the Securities Act, and the Notes may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities referred to herein,
nor shall there be any offer, solicitation or sale of any
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements. These
forward-looking statements are subject to numerous uncertainties
and factors relating to the Company’s operations and business
environment, as well as uncertainties relating to the Acquisition.
Any forward-looking statements in this release are based upon
information available to the Company on the date of this release.
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 Company’s financial results may be found in
the Company’s filings with the Securities and Exchange
Commission.
About Virtu Financial, Inc.:
Virtu is a technology-enabled market maker and liquidity
provider to the global financial markets. We buy and sell a broad
range of securities and other financial instruments, and we
generate revenue by buying and selling securities and other
financial instruments and earning small amounts of money on
individual transactions based on the difference between what buyers
are willing to pay and what sellers are willing to accept, which we
refer to as “bid/ask spreads,” across a large volume of
transactions. We make markets by providing quotations to buyers and
sellers in more than 12,000 securities and other financial
instruments on more than 235 unique exchanges, markets and
liquidity pools in 36 countries around the world.
Contact:
Investor Relations Contact:Andrew SmithVirtu Financial,
Inc.(212) 418-0195investor_relations@virtu.com
Media Relations media@virtu.com(202) 256-3001
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