Form 8-K GAIN Capital Holdings, For: Apr 01
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
April 1, 2015
Date of Report (Date of earliest event reported)
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35008
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20-4568600
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(State of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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Bedminster One
135 Route 202/206
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)
(908) 731-0700
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Stock Purchase Agreement
On April 1, 2015, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), completed its acquisition of all of the issued and outstanding shares of common stock of City Index (Holdings) Limited (“City”) from City Index Group Limited (the “Seller”), pursuant to a Share Purchase Agreement, dated as of October 31, 2014 (the “Share Purchase Agreement”), between the Company, the Seller, INCAP Gaming B.V., and IPGL Limited. The Company previously announced its entry into agreements related to the acquisition of City in a Current Report on Form 8-K filed on October 31, 2014 (as amended on January 12, 2015, the “Prior 8-K”).
Upon the terms and subject to the conditions set forth in the Share Purchase Agreement, the Company purchased the entire issued and outstanding share capital (the “Shares”) of City from the Seller. The Shares were sold for an aggregate purchase price of approximately US$148 million, consisting of (i) approximately US$36 million in cash (which reflects approximately US$21 million of excess regulatory capital at City), including US$1 million to be held in escrow (the “Escrow Cash”); (ii) 5,319,149 shares of the Company’s common stock (the “Consideration Shares”), including 4,787,234 Consideration Shares to be held in escrow (the “Escrow Shares”); and (iii) 4.125% unsecured convertible loan notes of the Company (the “Convertible Notes”) with an aggregate principal amount of US$60 million, which are convertible into shares of the Company’s common stock on the terms described in the Prior 8-K at an initial conversion price of US$9.77 per share, including Convertible Notes with an aggregate principal amount of US$54 million to be held in escrow (the “Escrow Notes”). The net purchase price paid for the Shares was approximately US$77 million, reflecting US$71 million of cash on City’s balance sheet as of the date of the closing of the transaction (the “Closing Date”). The purchase price is subject to upwards or downwards adjustments based on City’s working capital, regulatory capital and cash and debt as of the Closing Date.
The Escrow Cash, Escrow Shares and the Escrow Notes will be held in escrow for a period of four years following the Closing Date upon the terms described in the Prior 8-K. The other terms of the Share Purchase Agreement, including the warranties made by the Company and the Seller, the indemnification obligations of the Seller and other post-closing covenants are consistent with those discussed in the Prior 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(a) - (b) The financial statements of City and the pro-forma financial statements of the Company called for by Items 9.01(a) and 9.01(b) of Form 8-K, respectively, shall be filed by an amendment to this initial report on Form 8-K not later than 71 calendar days after the date this Form 8-K must be filed.
(d) Exhibits
99.1 Press release of GAIN Capital Holdings, Inc., dated as of April 1, 2015, announcing the completion of the acquisition of City Index (Holdings) Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 1, 2015
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GAIN CAPITAL HOLDINGS, INC.
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By:
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/s/ Diego A. Rotsztain
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Name:
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Diego A. Rotsztain
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Title:
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General Counsel and Secretary
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Exhibit Index
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99.1
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Press release of GAIN Capital Holdings, Inc., dated as of April 1, 2015, announcing the completion of the acquisition of City Index (Holdings) Limited.
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Exhibit 99.1
GAIN Capital completes acquisition of City Index
BEDMINSTER, N.J., April 1, 2015 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) (the "Company" or "GAIN Capital") today announced it has completed the acquisition of City Index (Holdings) Limited (“City Index”), a leading online trading firm specializing in contracts for difference (CFDs), forex and UK spread betting.
The combination of GAIN Capital and City Index creates a global leader in online trading, operating two market-leading brands in GAIN’s FOREX.com, a top retail forex brand globally, and City Index, a premier CFD and spread bet brand. The combined company will have over $1.1 billion in customer assets with annual trading volumes of more than $3 trillion.
“The closing of this transaction marks another major milestone in the growth of GAIN Capital and we are excited by the complementary strengths that have been brought together through this combination,” commented Glenn Stevens, CEO of GAIN Capital. “The scale, scope of products and geographies served and market leading technology provided by the combined company provides us with an excellent platform for continued growth and success,” Mr. Stevens concluded.
The aggregate purchase price was approximately US$148 million, consisting of approximately US$36 million in cash (which reflects approximately US$21 million of excess regulatory capital at City Index), 5,319,149 shares of Company common stock and US$60 million in convertible loan notes issued by the Company. The net purchase price paid was approximately US$77 million, reflecting US$71 million of cash on City Index’s balance sheet as of the closing date.
About GAIN Capital
GAIN Capital Holdings, Inc. (NYSE: GCAP) is a global provider of online trading services. GAIN Capital’s innovative trading technology provides market access and highly automated trade execution services across multiple asset classes to a diverse client base of retail and institutional investors.
GAIN Capital is headquartered in Bedminster, New Jersey, with a global presence across North America, Europe and the Asia Pacific regions. For further company information, visit www.gaincapital.com.
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