8-K

UNITED 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

Date of Report (date of earliest event reported):  November 29, 2017

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-37352
(Commission File No.) 32-0420206
(IRS Employer
Identification No.)

900 Third Avenue
New York, NY 10022-1010
(Address of principal executive offices)

(212) 418-0100
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

ITEM 8.01OTHER EVENTS

On November 29, 2017, Virtu Financial, Inc. (the “Company”) announced that it had notified its lenders of its intention to make a voluntary prepayment of $50.0 million pursuant to the terms of its senior secured first lien term loan facility (the “Term Loan Facility”).   The Company announced that it had commenced marketing of a repricing transaction for the Term Loan Facility that reflects a principal amount of $650.0 million and assumes the application of estimated after-tax net proceeds of $250.0 million from the sale of its BondPoint business.

Cautionary Note Regarding Forward-Looking Statements

This report 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 Company’s pending disposition of its Bondpoint business, the integration of KCG Holdings, Inc., synergy realization, and the Company’s ability to timely and successfully consummate the sale of the BondPoint business. Any forward-looking statements in this report are based upon information available to the Company on the date of this report. 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.

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Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 29, 2017.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 29, 2017.

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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.

Virtu Financial, Inc.
By:	/s/ Justin Waldie
Name:	Justin Waldie
Title:	Senior Vice President, Secretary and General Counsel

Dated:  November 29, 2017

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EX-99.1

Exhibit 99.1

Virtu Financial Announces Additional $50 Million Repayment and Commences Marketing
of Repricing Transaction

NEW YORK, NY,  November 29, 2017 — Virtu Financial, Inc. (NASDAQ: VIRT) (the “Company”), a leading technology-enabled market maker and liquidity provider to the global financial markets, today announced further actions to reduce debt and modify its capital structure.

Virtu provided notice to its lenders that it will prepay an additional $50 million in principal on its existing 1st Lien Senior Secured Term Loan Facility (the “TL”) on Friday, December 1, 2017.  The payment will bring Virtu’s total TL prepayments subsequent to its acquisition of KCG Holdings, Inc. (the “Acquisition”) on July 20, 2017 to $250 million, or 57% of the $440 million Virtu previously indicated it could repay within two years of the Acquisition.

Additionally, Virtu anticipates applying to the TL estimated after-tax net proceeds of $250 million from the sale of its BondPoint business, which would bring its cumulative total prepayments since the Acquisition to $500 million and reduce the outstanding balance of the TL to $650 million from its original amount of $1,150 million.

Concurrently, Virtu has commenced marketing for a repricing transaction reflecting a reduced TL balance of $650 million.  Virtu’s existing TL is priced at L+375.

About Virtu Financial, Inc.

Virtu is a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients. As a market maker, Virtu provides deep liquidity that helps to create more efficient markets around the world. Our market structure expertise, broad diversification, and execution technology enables us to provide competitive bids and offers in over 19,000 securities, at over 235 venues, in 36 countries worldwide.

Cautionary Note Regarding Forward-Looking Statements

The foregoing information and certain oral statements made from time to time by representatives of the Company contain certain forward-looking statements that reflect the company’s current views with respect to certain current and future events and financial performance, including with respect to integration of KCG, synergy realization, and the Company’s ability to timely and successfully consummate the sale of the BondPoint business. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the company’s actual results to be materially different from any future results, expressed or implied, in these forward-looking statements. 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.

CONTACT

Investor Relations

Andrew Smith

Virtu Financial, Inc.

(212) 418-0195

investor_relations@virtu.com

Media Relations

media@virtu.com

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