|VIRTU KCG HOLDINGS LLC filed this Form 8-K on 07/24/2017|
This Current Report on Form 8-K is being filed in connection with the completion of the merger contemplated by that certain Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu KCG Holdings LLC, a Delaware limited liability company, formerly known as KCG Holdings, Inc. (the Company), Virtu Financial, Inc., a Delaware corporation (Virtu), and Orchestra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Virtu, which merger (the Merger) became effective on July 20, 2017 (the Effective Date). On the Effective Date, in connection with the completion of the Merger, the Company was converted from a Delaware corporation having the name KCG Holdings, Inc. into a Delaware limited liability company having the name Virtu KCG Holdings LLC.
Item 1.01 Entry into a Material Definitive Agreement.
On the Effective Date, the Company and certain of its subsidiaries entered into a supplement to the Indenture, dated as of June 16, 2017 (as amended, restated, supplemented or otherwise modified prior to the Effective Date), by and among Orchestra Borrower LLC, Orchestra Co-Issuer, Inc. (the Co-Issuer) and U.S. Bank National Association, as trustee and collateral agent (the Indenture), pursuant to which the Company and certain of its subsidiaries became guarantors of the $500.0 million aggregate principal amount of 6.750% Senior Secured Second Lien Notes due 2022 (the Notes) of VFH Parent LLC, a subsidiary of Holdings (as defined below) (VFH and, together with the Co-Issuer, the Issuers) and the Co-Issuer issued under the Indenture.
As of the Effective Date, the Notes and the related guarantees are secured by second-priority perfected liens, subject to certain exceptions, on substantially all of the Issuers and guarantors existing and future assets, including all material personal property, a pledge of the capital stock of the Issuers, the guarantors (other than Virtu Financial LLC, a subsidiary of Virtu (Holdings)) and the direct subsidiaries of the Issuers and the guarantors and up to 65.0% of the voting capital stock of any now-owned or later-acquired foreign subsidiaries that are directly owned by the Issuers or any of the guarantors, which assets will also secure the $1,150.0 million first lien senior secured term loan (the Term Loan Facility) provided under the Credit Agreement (as defined below) on a first-priority basis.
On the Effective Date, the Company and certain of its subsidiaries entered into joinders to the guarantee and the collateral agreement relating to the Fourth Amended and Restated Credit Agreement, dated as of June 30, 2017 (as amended, restated, supplemented or otherwise modified prior to the Effective Date), by and among Holdings, VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and sole lead arranger and book runner (the Credit Agreement), pursuant to which the Company and certain of its subsidiaries became guarantors of the $1,150.0 million first lien senior secured term loan provided under the Credit Agreement.
As of the Effective Date, all obligations under the Term Loan Facility are unconditionally guaranteed by Holdings and each of our existing direct and indirect, wholly-owned domestic restricted subsidiaries (including, KCG and its wholly owned domestic restricted subsidiaries), subject to certain exceptions, including exceptions for our broker dealer subsidiaries and certain immaterial subsidiaries. The obligations are secured by a pledge of substantially all of the VFHs assets and those of Holdings and each subsidiary guarantor, including capital stock of the VFH and the subsidiary guarantors and 65% of