Virtu Financial, Inc. Announces Proposed Opportunistic Private Offering of $500 Million of Senior First Lien Notes Due 2031
10 Giugno 2024 - 1:39PM
Virtu Financial, Inc. (Nasdaq: VIRT) (“Virtu”)
announced today that its subsidiaries, VFH Parent LLC (the
“Issuer”) and Valor Co-Issuer, Inc. (the “Co-Issuer” and, together
with the Issuer, the “Issuers”), intend to offer (the “Offering”)
$500 million aggregate principal amount of senior first lien notes
due 2031 (the “notes”) in an opportunistic private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”). The notes will be fully
and unconditionally guaranteed on a senior secured first-lien basis
by Virtu Financial LLC (“Virtu Financial”) and each of Virtu
Financial’s existing and future wholly owned domestic subsidiaries
(other than the Issuers) that guarantee, or are borrowers under,
the Issuer’s senior secured first lien credit facilities. The
Offering remains subject to market and other customary conditions.
The Issuers intend to use the proceeds of the Offering to repay
$500 million aggregate principal amount outstanding under the
Issuer’s existing senior secured first lien term loan facility (the
“existing term loan facility”).
Concurrently with the consummation of the
Offering, the Issuer intends to amend its existing credit agreement
to (i) provide for a $1,245 million senior secured first lien term
loan facility (the “new term loan facility”), (ii) increase the
commitments under its existing senior secured first lien revolving
credit facility to $300 million and extend the maturity thereof
(the “extended revolving credit facility” and, together with the
new term loan facility, the “amended credit facilities”) and (iii)
amend certain other provisions of its existing credit agreement. If
the closing of the amended credit facilities is successfully
consummated, the Issuer intends to use the proceeds from the new
term loan facility to repay all remaining amounts outstanding under
the existing term loan facility. The Issuer intends to use cash on
hand to pay discounts, fees, commissions and expenses of the
Offering, the closing of the amended credit facilities and the
refinancing of the existing term loan facility. The closing of the
amended credit facilities remains subject to market and other
customary conditions. The consummation of the Offering is not
contingent upon the closing of the amended credit facilities. The
closing of the amended credit facilities is not contingent upon the
consummation of the Offering.
The notes have not been and will not be
registered under the Securities Act or the securities laws of any
state or other jurisdiction, and may not be offered or sold in the
United States or to U.S. persons absent registration or an
applicable exemption from such registration requirements.
Accordingly, the notes are being offered and sold only to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act and to certain
non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Securities Act.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor will there be any
sale of, the notes in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Virtu
Financial,
Inc.
Virtu is a leading financial services firm that
leverages cutting-edge technology to provide execution services and
data, analytics and connectivity products to its clients and
deliver liquidity to the global markets. Leveraging its global
market making expertise and infrastructure, Virtu provides a robust
product suite including offerings in execution, liquidity sourcing,
analytics and broker-neutral, multi-dealer platforms in workflow
technology. Virtu product offerings allow clients to trade on
hundreds of venues across 50+ countries and in multiple asset
classes, including global equities, ETFs, foreign exchange,
futures, fixed income and myriad other commodities. In addition,
Virtu’s integrated, multi-asset analytics platform provides a range
of pre- and post-trade services, data products and compliance tools
that clients rely upon to invest, trade and manage risk across
global markets.
Cautionary Note Regarding
Forward-Looking Statements
This press release may contain “forward-looking
statements” made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements
regarding our business that are not historical facts are
forward-looking statements. Forward-looking statements should not
be read as a guarantee of future performance or results, and will
not necessarily be accurate indications of the times at, or by
which, such performance or results will be achieved. Virtu assumes
no obligation to update forward-looking statements to reflect
actual results, changes in assumptions or changes in other factors
affecting forward-looking information, and if Virtu does update one
or more forward-looking statements, no inference should be drawn
that Virtu will make additional updates with respect thereto or
with respect to other forward-looking statements. Forward-looking
statements are based on information available at the time and/or
management’s good faith belief with respect to future events, and
is subject to risks and uncertainties, some or all of which are not
predictable or within Virtu’s control, that could cause actual
performance or results to differ materially from those expressed in
the statements. Those risks and uncertainties include, without
limitation: risks relating to fluctuations in trading volume and
volatilities in the markets in which we operate; the ability of our
trading counterparties, clients, and various clearing houses to
perform their obligations to us; the performance and reliability of
our customized trading platform; the risk of material trading
losses from our market making activities; swings in valuations in
securities or other instruments in which we hold positions;
increasing competition and consolidation in our industry; the risk
that cash flow from our operations and other available sources of
liquidity will not be sufficient to fund our various ongoing
obligations, including operating expenses, short-term funding
requirements, margin requirements, capital expenditures, debt
service and dividend payments; potential consequences of recent SEC
proposals focused on equity markets which may, if adopted, result
in reduced overall and off-exchange trading volumes and market
making opportunities, impose additional or heightened regulatory
obligations on market makers and other market participants, and
generally increase the implicit and explicit cost as well as the
complexity of the U.S. equities eco-system for all participants;
regulatory and legal uncertainties and potential changes associated
with our industry, particularly in light of increased attention
from media, regulators and lawmakers to market structure and
related issues including but not limited to the retail trading
environment, wholesale market making and off exchange trading more
generally and payment for order flow arrangements; potential
adverse results from legal or regulatory proceedings; our ability
to remain technologically competitive and to ensure that the
technology we utilize is not vulnerable to security risks, hacking
and cyber-attacks; risks associated with third party software and
technology infrastructure. For a discussion of the risks and
uncertainties which could cause actual results to differ from those
contained in forward-looking statements, see Virtu’s Securities and
Exchange Commission filings, including but not limited to Virtu’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC.
Contacts: INVESTOR & MEDIA RELATIONS Andrew
Smith Investor_relations@virtu.com media@virtu.com
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