Key Developments: Knight Capital Group Inc (KCG)

KCG on New York Consolidated

3.65USD
22 May 2013
Price Change (% chg)

$-0.05 (-1.35%)
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$3.70
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$3.70
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$12.94
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Latest Key Developments (Source: Significant Developments)

Knight Capital Group Inc And GETCO Holding Company, LLC Announces Amendment To Merger Agreement
Monday, 15 Apr 2013 06:42am EDT 

Knight Capital Group Inc and GETCO Holding Company, LLC announced that Knight Holdco, Inc. (KCG), the new public holding company that will be the parent company of Knight and GETCO after the close of the transaction, filed an amendment to previously filed Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC), which includes, among other items, a description of amendments made by the parties to the merger agreement, dated December 19, 2012, to adjust the exchange ratios by which Knight Class A Common Stock and GETCO units will be exchanged for KCG common stock. Under the amended and restated merger agreement, dated April 15, 2013, Knight stockholders will have the right to elect to receive $3.75 per share in cash for each share of Knight Class A Common Stock or one-third of a share of KCG common stock. The cash portion of the consideration for Knight stockholders remains subject to pro-ration if the holders of more than 66.7% of the Knight common stock eligible for election in the transaction properly elect to receive the cash consideration for their Knight shares. GETCO Class A, Class B and Class P unitholders, under the revised terms, are expected to receive, in the aggregate, approximately 76.7 million shares of KCG common stock and 24.4 million warrants to acquire additional common stock.  Full Article

US OKs NASDAQ OMX Group Inc Payback Plan For Facebook Inc IPO, UBS AG Unhappy; Citigroup Inc, Knight Capital Group Inc And Citadel Also Took Loss In IPO-Reuters
Monday, 25 Mar 2013 03:41pm EDT 

Reuters reported that U.S. regulators approved NASDAQ OMX Group Inc's $62 million compensation plan for firms that lost money in Facebook Inc's market debut, a victory for the exchange operator that also set the stage for potential lawsuits from firms seeking more. The Nasdaq plan will give retail market makers far less than the $500 million in estimated losses from Facebook's initial public offering. The U.S. Securities and Exchange Commission approved the plan, and that firms had one week to submit requests for compensation. A systems failure at Nasdaq on May 18 prevented timely order confirmations for many market participants, leaving them trading in the dark in the midst of the leading online social network's long-awaited initial public offering. UBS AG has pegged its losses from the problematic IPO at above $350 million. It said it has already filed an arbitration demand against Nasdaq to fully recover losses due to the exchange's 'gross mishandling the IPO'. Other market makers that took losses in the botched IPO include units of Citigroup Inc, Knight Capital Group Inc and Citadel LLC. Citi had opposed Nasdaq's plan, while Knight supported the plan but did not want to waive its right to sue for compensation. Firms that sign on to the plan must agree not to take legal actions against Nasdaq over the IPO. Citadel has backed the plan.  Full Article

Knight Capital Group Inc To Sell Credit Brokerage Unit To Stifel Financial Corp-Reuters
Sunday, 24 Feb 2013 05:00pm EST 

Reuters reported that Knight Capital Group Inc has struck a deal to sell its credit-brokerage unit to Stifel Financial Corp. The terms of the deal were not known. The deal could be announced as soon as on February 25, 2013. Bank of America BAC.N advised Knight Capital on the sale. Knight Capital declined to comment on the sale. Stifel, Getco and Bank of America could not be immediately reached for comment.  Full Article

Knight Capital Group Inc And GETCO Holding Company, LLC Receives Early Termination Of HSR Waiting Period For Pending Merger
Wednesday, 6 Feb 2013 09:11am EST 

Knight Capital Group Inc and GETCO Holding Company, LLC announced that the Premerger Notification Office of the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino (HSR) Act for the pending merger. Accordingly, the HSR Act condition to the closing of the transaction has been satisfied. As previously announced, Knight and GETCO entered into an agreement for a strategic business combination whereby GETCO and Knight will be combined under a new publicly traded holding company. The transaction is expected to be completed in the second quarter of 2013.  Full Article

Knight Capital Group Inc To Cut Workforce By 5%-Reuters
Monday, 4 Feb 2013 06:53pm EST 

Reuters reported that Knight Capital Group Inc will lay off 5% of its global workforce as part of efforts to restructure the automated trading firm. A spokesman for Knight said the company had no comment beyond the filing.  Full Article

Rigrodsky & Long, P.A. Announces Investigation Of Knight Capital Group Inc
Wednesday, 19 Dec 2012 06:08pm EST 

Knight Capital Group Inc announced that it is investigating potential legal claims against the board of directors of Knight Capital Group Inc regarding possible breaches of fiduciary duties and other violations of law related to the Company's entry into an agreement to be acquired by GETCO Holding Company, LLC (GETCO) in a transaction valued at approximately $1.4 billion. Under the terms of the proposal, public shareholders of Knight will have the right to elect to receive $3.75 per share in cash or one share of common stock of the new holding company for each share of Knight they own. The investigation concerns whether Knight's board of directors failed to adequately shop the Company and obtain the best possible value for Knight's shareholders before entering into an agreement with GETCO.  Full Article

Block & Leviton LLP Investigates Knight Capital Group Inc. For Possible Breaches Of Fiduciary Duty In Connection With Its Acquisition By Getco Holding Company, LLC
Wednesday, 19 Dec 2012 04:29pm EST 

Block & Leviton LLP announced that it has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Knight Capital Group, Inc. ("Knight" or the "Company") concerning the proposed acquisition of the Company by Getco Holding Company, LLC ("Getco") in a cash and stock transaction. Under the terms of the proposed merger, Getco will acquire Knight in a deal for approximately $3.75 per Knight share or one share in the combined company, setting a value for Knight at approximately $1.4 billion . This represents a paltry 13% premium to the previous day's closing price. This price fails to take into account the fact that Knight common stock is poised to recover from the losses it suffered in August 1, 2012 due to a one-time, non-repeating technological glitch. Indeed, the Company has already begun to recover from the one-time loss, increasing well over twenty percent from the time of the glitch through the announcement of the proposed transaction. As such, it appears that the proposed transaction premium offers insufficient recognition of Knight's growth potential. Moreover, there appear to be significant conflicts of interest arising out of the interrelationships between Getco and Knight.  Full Article

Knight Capital Group Inc And GETCO Holding Company Agree To Merge
Wednesday, 19 Dec 2012 07:30am EST 

Knight Capital Group Inc and GETCO Holding Company, LLC (GETCO) announced they have entered into an agreement for a strategic business combination whereby GETCO and Knight will be combined under a new publicly traded holding company. Under the agreement, existing Knight shareholders (other than GETCO) will have the right to elect to receive $3.75 per share in cash or one share of common stock of the new holding company. The cash consideration will be subject to pro-ration if the holders elect to receive more than $720 million in cash in the aggregate. Jefferies & Company, Inc. and its affiliates, the shareholders in Knight, have agreed to limit their cash election to 50% of their Knight shares to the extent it is necessary to ensure that other Knight shareholders can receive their desired cash level up to the 720 million dollar aggregate amount. GETCO members will receive 233 million shares of the new holding company and the 57 million shares of Knight currently owned by GETCO will be retired. GETCO members will receive warrants in the new holding company as follows: 25 million warrants with a $4.00 exercise price and a four-year term; 25 million warrants at a $4.50 exercise price and a five-year term; and 25 million warrants at a $5.00 exercise price and a six-year term. Based on the tangible net worth of GETCO and Knight as of September 30, 2012, pro forma tangible book value of the combined company would be approximately $3.75 per share.  Full Article

Getco Holding Company LLC Wins Knight Capital Group Inc With $2 Billion Sweetened Offer-Reuters
Tuesday, 18 Dec 2012 10:24pm EST 

Reuters reported that Getco Holding Company LLC will buy Knight Capital Group Inc for about $2 billion after sweetening its offer for the equities market-making firm to beat out rival Virtu Financial LLC. Getco clinched the deal after it increased the amount of cash in its cash-and-stock offer that will essentially see it merge into Knight to create a new publicly traded company. The deal seals a whirlwind five months for Knight after a near-fatal trading error on August 1. The Company, which executes about 10% of U.S. equity trading volume, making it a vital cog in the stock trading system, had to be rescued by a $400 million injection from a group of investors led by Jefferies Group Inc and including Chicago-based Getco. The deal is two-thirds cash and values Knight at $3.75 a share.  Full Article

Getco Bids To Take Control Of Knight Capital Group Inc-Reuters
Wednesday, 28 Nov 2012 07:08am EST 

Reuters reported that Getco Holding Co offered to take control of Knight Capital Group Inc in a deal that it said valued the electronic trading firm at $3.50 a share . Jersey City-based Knight was forced to take on new investors following a software glitch on Aug. 1 that unleashed a flood of orders to the New York Stock Exchange, resulting in a massive position Knight had to unload at a loss, pushing it to the brink of bankruptcy. Getco and Virtu Financial LLC were interested in Knight for its market-making operation. Knight, which uses computer models to match buy and sell orders in stocks and options, executes around 10 % of U.S. volume.  Full Article

Knight near settlement on trading glitch probe: sources

NEW YORK - Knight Capital Group is close to settling a Securities and Exchange Commission probe into the automated trading firm's August 1 software glitch that disrupted the equity markets and led to Knight's sale, according to three sources.

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