SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . .)
Knight Capital Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
499005106
(CUSIP Number)
David A. Knight
Stephens Investments Holdings LLC
111 Center Street
Little Rock, AR 72201
(501) 377-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
CUSIP No. 499005106
(1) |
Names of reporting persons I.R.S. Identification No. of Above Persons (entities only)
Stephens Investments Holdings LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Arkansas | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
20,000,010* | ||||
(8) | Shared voting power
0 | |||||
(9) | Sole dispositive power
20,000,010* | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
20,000,010* | |||||
(12) |
Check Box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
17.0* | |||||
(14) |
Type of reporting person (see instructions)
OO, HC |
* | Represents shares of Common Stock beneficially owned by Stephens KCG LLC which Stephens Investments Holdings LLC, as the sole manager of Stephens KCG LLC, may be deemed to beneficially own. |
CUSIP No. 208242107
(1) |
Names of reporting persons I.R.S. Identification No. of Above Persons (entities only)
Stephens KCG LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Arkansas | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
20,000,010 | ||||
(8) | Shared voting power
0 | |||||
(9) | Sole dispositive power
20,000,010 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
20,000,010 | |||||
(12) |
Check Box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
17.0 | |||||
(14) |
Type of reporting person (see instructions)
OO |
CUSIP No. 499005106
(1) |
Names of reporting persons I.R.S. Identification No. of Above Persons (entities only)
SIE KCG LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Arkansas | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
500,000* | ||||
(8) | Shared voting power
0 | |||||
(9) | Sole dispositive power
500,000* | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
500,000* | |||||
(12) |
Check Box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
0.5 | |||||
(14) |
Type of reporting person (see instructions)
OO |
* | Represents shares owned by Stephens KCG LLC which SIE KCG LLC has the right to acquire upon the closing of a purchase agreement between the parties. |
CUSIP No. 499005106
(1) |
Names of reporting persons I.R.S. Identification No. of Above Persons (entities only)
Warren A. Stephens | |||||
(2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
20,000,010* | ||||
(8) | Shared voting power
0 | |||||
(9) | Sole dispositive power
20,000,010* | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
20,000,010* | |||||
(12) |
Check Box if the aggregate amount in Row (11) excludes certain shares (see instructions) x
| |||||
(13) |
Percent of class represented by amount in Row (11)
17.0* | |||||
(14) |
Type of reporting person (see instructions)
IN, HC |
* | Represents shares of Common Stock owned by Stephens KCG LLC which Mr. Stephens may be deemed to beneficially own through a control relationship. |
CUSIP No. 499005106
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Class A Common Stock, par value $.01 per share (the Common Stock), of Knight Capital Group, Inc., a Delaware corporation (the Company), the principal executive offices of which are located at 545 Washington Blvd., Jersey City, NJ 07310.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by Stephens KCG LLC (Stephens KCG), Stephens Investments Holdings LLC (SIH), SIE KCG LLC (SIE KCG), and Warren A. Stephens, referred to herein collectively as the Reporting Persons.
(1) Stephens KCG is an Arkansas limited liability company. The principal business of Stephens KCG is to hold an investment in the securities of the Company. WAS Family Trust One dated March 31, 2009, Harriet C. Stephens, Trustee (WAS Family Trust One) is an Arkansas trust and the majority shareholder of Stephens KCG. The principal business of WAS Family Trust One is making investments. Harriet C. Stephens is principally employed as a trustee of various family trusts.
(2) SIH is an Arkansas limited liability company and the sole manager of Stephens KCG. The principal business of SIH is making investments. The sole owner of SIH is Warren A. Stephens Revocable Trust UID 8/19/05, an Arkansas trust, Warren A. Stephens, sole trustee. The executive officers of SIH are Warren A. Stephens, Curtis F. Bradbury, Jr., and Douglas H. Martin. As the sole manager of Stephens KCG, SIH may be deemed to control Stephens KCG.
(3) SIE KCG is an Arkansas limited liability company. The principal business of SIE KCG is to hold an investment in the securities of the Company. Its managers are Curtis F. Bradbury, Jr., Mark C. Doramus, and David A. Knight. Mr. Bradbury is principally employed as Senior Executive Vice President and Chief Operating Officer of Stephens Inc. and Executive Vice President and Co-Manager of SIH. Mr. Doramus is principally employed as Senior Executive Vice President and Chief Operating Officer of Stephens Inc. Mr. Knight is principally employed as Executive Vice President and General Counsel of Stephens Inc.
(4) Warren A. Stephens is principally employed as President and CEO of Stephens Inc., an Arkansas corporation, and President and Co-Manager of SIH. Because of Mr. Stephens ownership and control of SIH, which is the sole manager of Stephens KCG, Mr. Stephens may be deemed to control Stephens KCG.
The business address of the Reporting Persons and each other person identified above is 111 Center Street, Little Rock, Arkansas 72201. Each individual identified above is a citizen of the United States. During the past five years none of the Reporting Persons or other persons listed above have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
CUSIP No. 499005106
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 6, 2012, SIH purchased from the Company 5,970 shares of the Companys Series A-1 Preferred Stock, par value $0.01 per share (Series A-1 Preferred Stock), and 24,030 shares of the Companys Series A-2 Preferred Stock, par value $0.01 per share (Series A-2 Preferred Stock, and collectively with the Series A-1 Preferred Stock, the Series A Preferred Stock). SIH paid $30,000,000 for the 30,000 shares of Series A Preferred Stock, representing a price per share of $1,000. SIH used working capital to purchase the shares.
On August 9, 2012, Stephens KCG purchased from SIH the 30,000 shares of Series A Preferred Stock for $30,004,931.51, representing a price per share of approximately $1,000.16. Stephens KCG used working capital to purchase the shares.
On August 13, 2012, Stephens KCG filed a notice with the Company to convert at no cost its 24,030 shares of the Series A-2 Preferred Stock into 24,030 shares of Series A-1 Preferred Stock.
On August 14, 2012, Stephens KCG entered into a securities purchase agreement to sell 750 shares of the Series A-1 Preferred Stock to SIE KCG for $750,328.77, representing a price per share of approximately $1,000.44. SIE KCG intends to use working capital to purchase the shares at closing.
ITEM 4. PURPOSE OF TRANSACTION.
On August 6, 2012, the Company entered into a Securities Purchase Agreement (the Purchase Agreement), by and among the Company, SIH, and other investors party thereto (collectively, the Investors), pursuant to which, among other things, the Company issued and sold 400,000 shares of Series A Preferred Stock in a private placement to the Investors in exchange for aggregate cash consideration of $400,000,000 (the Securities Investments). The Series A Preferred Stock consists of 79,600 shares of the Series A-1 Preferred Stock and 320,400 shares of the Series A-2 Preferred Stock. The Securities Investments were completed on August 6, 2012 (the Closing Date). The preferences, limitations, powers and relative rights of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock are set forth in the Certificate of Designations (the Certificate of Designations).
Each share of Series A-1 Preferred Stock is convertible into shares of Common Stock at the Conversion Rate described below. Following the date on which all required regulatory approvals have been obtained and applicable waiting periods have expired (the Full Convertibility Date), each share of Series A-2 Preferred Stock is convertible into a share of Series A-1 Preferred Stock, provided that the holder of such share of Series A-2 Preferred Stock delivers to the Company a certification that all required regulatory approvals have been obtained (and any applicable waiting periods have expired) for such conversion. Upon the conversion, the former holders of the Series A-2 Preferred Stock will have the preferences and rights of the holders of the shares of Series A-1 Preferred Stock. The Full Convertibility Date occurred on August 13, 2012.
The shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock will also mandatorily convert into Common Stock at the Conversion Rate described below on the third trading day following the date on which the closing price of the Common Stock exceeds 200% of the then-applicable Conversion Price (as defined below) for 60 consecutive trading days, provided that the Company has filed a registration
CUSIP No. 499005106
statement with the Securities and Exchange Commission covering the resale of the Common Stock issuable upon such conversion and such registration statement has been declared effective and is available. The Initial Conversion Rate will be 666.667 shares of Common Stock per share of Preferred Stock. The Conversion Rate is subject to customary anti-dilution adjustments, including upon the occurrence of certain merger or acquisition transactions and fundamental changes. The Conversion Price is equal to 1,000 divided by the Conversion Rate in effect at such time, for an initial Conversion Price of $1.50 per share of Common Stock.
Neither the shares of Series A-1 Preferred Stock nor the shares of Series A-2 Preferred Stock are redeemable by the Company or by the holders other than in connection with certain fundamental corporate changes set forth in the Certificate of Designations.
The Reporting Persons did not acquire any rights to appoint a member or members to the Companys board of directors (the Board) in connection with the Securities Investments or under the terms of the Purchase Agreement.
Holders of shares of the Series A-1 Preferred Stock are entitled to vote with holders of Common Stock, on an as-converted basis (subject to the limitation on conversion of Series A-1 Preferred Stock described below), on all matters submitted to a vote of the Companys stockholders, subject to applicable law and New York Stock Exchange (NYSE) rules. In addition, except as would result in the violation of NYSE rules, the consent of a majority of the shareholders of Series A-1 Preferred Stock is required with respect to matters specified in the Certificate of Designations. The Series A-2 Preferred Stock does not have voting rights.
The Reporting Persons acquired the Series A Preferred Stock for investment purposes. The Reporting Persons regularly review and evaluate strategies with respect to their various investments, including their investments in the Company. In reaching any conclusions regarding their investments, the Reporting Persons will take into consideration a variety of factors, including, but not limited to, the Companys operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.
As noted in Item 3 above, Stephens KCG has entered into an agreement to sell 750 shares of the Series A-1 Preferred Stock to SIE KCG. In addition, Stephens KCG anticipates that it will sell 750 shares of the Series A-1 Preferred Stock to a third party which is not affiliated with the Reporting Persons nor, to the Reporting Persons knowledge, affiliated with the Company; provided, however, that no definitive agreement has been reached.
Except as noted above, the Reporting Persons, at this time, do not have any plans or proposals which relate to or would result in (i) any extraordinary corporate transactions involving the Company or (ii) any of the other actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their intent at any time and to formulate plans and/or make proposals, and take such actions with respect to their investment in the Company, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As reported in the Form 10-Q filed with the SEC by the Company on August 9, 2012, the total number of issued and outstanding shares of Common Stock is 97,814,427. This number excludes any shares of the Common Stock issuable upon the conversion of any Series A Preferred Stock.
CUSIP No. 499005106
(a) (1) Stephens KCG beneficially owns 30,000 shares of the Series A-1 Preferred Stock, which may be converted into 20,000,010 shares of the Common Stock (the Stephens KCG Shares) representing approximately 17.0% of the outstanding Common Stock, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The number of Stephens KCG Shares reflects, as described in Item 3, Stephens KCGs conversion of 24,030 shares of Series A-2 Preferred Stock to 24,030 shares of Series A-1 Preferred Stock. The number of Stephens KCG Shares does not reflect (i) the anticipated closing of the sale of 750 shares of Series A-1 Preferred Stock to SIE KCG, as described in Item 3, and (ii) the anticipated sale of 750 shares of Series A-1 Preferred Stock as described in Item 4. Upon the anticipated closing of such transactions, Stephens KCG will beneficially own 28,500 shares of Series A-1 Preferred Stock, which may be converted into 19,000,010 shares of the Common Stock representing approximately 16.0% of the outstanding Common Stock, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Assuming full conversion of the Series A Preferred Stock into an aggregate of 266,666,800 shares of Common Stock (Full Conversion), the Stephens KCG Shares represent approximately 5.5% of the total number of shares of Common Stock outstanding.
(2) SIH, as the sole manager of Stephens KCG, may be deemed to beneficially own the Stephens KCG Shares.
(3) SIE KCG is not the record owner of any capital stock of the Company. Based upon its rights under the securities purchase agreement with Stephens KCG, as described in Item 3 above, SIE KCG may be deemed to beneficially own 750 shares of the Series A-1 Preferred Stock which may be converted into 500,000 shares of the Common Stock (the SIE KCG Shares), representing approximately 0.5% of the outstanding Common Stock, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Assuming Full Conversion, the SIE KCG Shares represent approximately 0.1% of the total number of shares of Common Stock outstanding.
(4) Warren A. Stephens, as President and owner of SIH, which is the sole manager of Stephens KCG, may be deemed to beneficially own the Stephens KCG Shares. In addition, as President and CEO of Stephens Inc., a registered broker dealer, Mr. Stephens may be deemed to beneficially own 225 shares of the Common Stock held in Stephens Inc. customer accounts as to which Stephens Inc. has discretionary trading authority. Mr. Stephens disclaims beneficial ownership of the shares held for the accounts of Stephens Inc. customers, and such shares are not included in the beneficial ownership amounts for Mr. Stephens set forth herein.
(5) Curtis F. Bradbury, Jr. Mark C. Doramus, and David A. Knight, as co-managers of SIE KCG, may be deemed to have shared voting power and shared dispositive power over the SIE KCG Shares.
(6) Douglas H. Martin and Curtis F. Bradbury, Jr., as co-managers with Mr. Stephens of SIH, which is the sole manager of Stephens KCG, may be deemed to have shared voting power and shared dispositive power over the Stephens KCG shares. Mr. Martin and Mr. Bradbury disclaim beneficial ownership of such shares.
(7) WAS Family Trust One, as the majority shareholder of Stephens KCG, and Harriet C. Stephens, as the sole trustee of WAS Family Trust One, each may be deemed to beneficially own the Stephens KCG shares.
CUSIP No. 499005106
None of the Reporting Persons or other persons identified in Item 2 beneficially own any of the Common Stock except as set forth above.
(b) | Regarding the number of shares of Common Stock as to which each Reporting Person has: |
(i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
(ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
(iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets |
(iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
(c) Except as set forth in Item 3, none of the persons named in response to Item 5(a) have effected any transactions in the Common Stock (or securities convertible into the Common Stock) during the past sixty days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
(1) SIH is a party to the Registration Rights Agreement which requires the Company to file and cause to be effective a shelf registration statement (the Shelf Registration Statement) in respect of any sales by the Investors of the Preferred Stock and Common Stock issued upon the conversion of the Series A Preferred Stock.
(2) Stephens KCG, as purchaser of the Series A Preferred Stock originally acquired by SIH, has requested the Company to include Stephens KCG as a selling shareholder under the Shelf Registration Statement.
(3) As described in Item 3, Stephens KCG has entered into an agreement to sell 750 shares of the Series A-1 Preferred Stock to SIE KCG for $750,328.77.
(4) As described in Item 4, Stephens KCG anticipates that it will sell 750 shares of the Series A-1 Preferred Stock to a third party which is not affiliated with the Reporting Persons nor, to the Reporting Persons knowledge, affiliated with the Company; provided, however, that no definitive agreement has been reached. It is anticipated that the sales described in subsections 3 and 4 of this Item 6 shall be made pursuant to the Shelf Registration Statement.
CUSIP No. 499005106
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 | Agreement to File Joint Schedule 13D |
7.2 | Securities Purchase Agreement dated August 14, 2012 by and between Stephens KCG and SIE KCG |
7.3 | SIH power of attorney |
7.4 | Stephens KCG power of attorney |
7.5 | SIE KCG power of attorney |
7.6 | Warren A. Stephens power of attorney |
7.7 | Securities Purchase Agreement, dated August 6, 2012, by and among Knight Capital Group, Inc. and Jefferies & Company, Inc., Jefferies High Yield Trading, LLC, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI ESC L.P., Blackstone Family Investment Partnership VI L.P., GETCO Strategic Investments, LLC, TD Ameritrade Holding Corporation, Stephens Investments Holdings LLC and Stifel Financial Corp. (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Knight Capital Group, Inc. on August 6, 2012) (SEC File No. 001-14223) |
7.8 | Certificate of Designations of Preferences and Rights of the Series A-1 Cumulative Perpetual Convertible Preferred Stock and Series A-2 Non-Voting Cumulative Perpetual Convertible Preferred Stock of Knight Capital Group, Inc. (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Knight Capital Group, Inc. on August 6, 2012) (SEC File No. 001-14223) |
7.9 | Registration Rights Agreement, dated as of August 6, 2012 by and among Knight Capital Group, Inc. and Jefferies & Company, Inc., Jefferies High Yield Trading, LLC, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI ESC L.P., Blackstone Family Investment Partnership VI L.P., GETCO Strategic Investments, LLC, TD Ameritrade Holding Corporation, Stephens Investments Holdings LLC and Stifel Financial Corp. (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Knight Capital Group, Inc. on August 6, 2012) (SEC File No. 001-14223) |
CUSIP No. 499005106
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
August 16, 2012
Date
/s/ David A. Knight |
David A. Knight, as attorney in fact for Stephens Investments Holdings LLC, Stephens KCG LLC, SIE KCG LLC, and Warren A. Stephens |
CUSIP No. 499005106 | EXHIBIT 7.1 |
AGREEMENT TO FILE JOINT SCHEDULE 13D
Each of the undersigned, being a record owner or beneficial owner of the common stock of Knight Capital Group, Inc. (Common Stock), hereby agrees to jointly file a Schedule 13D with respect to their respective holdings of the Common Stock and to include this agreement as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this agreement as of the 16th day of August, 2012.
/s/ David A. Knight |
David A. Knight, as attorney in fact for Stephens Investments Holdings LLC, Stephens KCG LLC, SIE KCG LLC, and Warren A. Stephens |
Exhibit 7.2
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of August 14, 2012, is made by and among Stephens KCG LLC, an Arkansas limited liability company (the Seller), and SIE KCG LLC, an Arkansas limited liability company (the Purchaser).
W I T N E S S E T H:
WHEREAS, the Purchaser and the Seller desire that the Purchaser will purchase from the Seller, and the Seller will sell to the Purchaser, 750 shares of the Series A-1 Perpetual Convertible Preferred Stock of Knight Capital Group, Inc., a Delaware corporation (the Company), par value $.01 per share (Series A-1 Shares), having the terms, rights, obligations and preferences set forth in the Certificate of Designation filed with the U.S. Securities and Exchange Commission on August 6, 2012 as Exhibit 3.1 to the Companys Current Report on Form 8-K, at a purchase price of $1,000.43836 per share;
NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows.
ARTICLE I
AUTHORIZATION AND SALE OF SECURITIES
Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Seller shall sell and deliver to the Purchaser the Series A-1 Shares free and clear of all liens, encumbrances, equities or claims for an aggregate purchase price of $750,328.77 in cash (the Purchase Price) to be paid in full to the Seller.
ARTICLE II
CLOSING AND DELIVERY OF SECURITIES AND FUNDS
Section 2.1 The consummation of the transactions contemplated hereby (the Closing) shall take place, subject to the satisfaction or waiver of all conditions to the Closing set forth in Article III hereof, at the offices of Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, on the earliest date and time during normal business hours when all conditions set forth in Article III having been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at Closing) (such date, the Closing Date).
Section 2.2 At the Closing, the Purchaser shall deliver to the Seller an amount equal to the Purchase Price in immediately available funds.
Section 2.3 At the Closing, the Seller shall deliver to the Purchaser such documentation as is necessary to permit the Purchaser to obtain beneficial ownership of the Series A-1 shares, which shall be transferred to it in book-entry form as soon as practicable following the Closing, in accordance with customary procedures.
ARTICLE III
CLOSING CONDITIONS
The obligation of the parties to complete the transactions contemplated by Article II hereof (the Securities Purchase) shall be conditioned on the satisfaction or waiver of the following conditions.
Section 3.1 The obligation of the Purchaser to complete the Securities Purchase shall be conditioned on the satisfaction (or waiver by the Purchaser) of the following conditions.
(a) The representations and warranties of the Seller contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except for any such representations or warranties expressly made as of the date hereof or as of another date, which shall be true and correct as of such date).
(b) The Seller shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing Date.
Section 3.2 The obligation of the Seller to complete the Securities Purchase shall be conditioned on the satisfaction (or waiver by the Seller) of the following conditions.
(a) The representations and warranties of the Purchaser contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except for any such representations or warranties made as of the date hereof or as of another date, which shall be true and correct as of such date).
(b) The Purchaser shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
The Seller hereby represents and warrants to, and covenants with, the Purchaser, on the date hereof and as of the Closing Date (or such other date specified herein) (it being understood that the Seller is providing such representations, warranties and covenants on its own behalf only and hereby makes no representations, warranties or covenants regarding any other person or entity from which the Purchaser has acquired the Series A-1 Shares):
Section 4.1 Status. The Seller has been duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization.
Section 4.2 Authorization, Enforceability of Agreement. The Seller has the power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement will be validly executed and delivered by the Seller and assuming due authorization, execution and delivery of such agreement by the Purchaser, will constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (Bankruptcy Exceptions).
Section 4.3 Ownership and Title. The Seller is and will be on the Closing Date the record and beneficial owner of the Securities, free and clear of any charge, claim, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership (each, an Encumbrance).
Section 4.4 Registration of Securities. The Securities Purchase will be consummated under the Securities Act of 1933, as amended (the Securities Act), pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-183079) (the Registration Statement) filed by the Company on behalf of itself and certain selling security holders, including the Seller. The Registration Statement has been declared effective under the Securities Act.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser hereby represents and warrants to, and covenants with, the Seller as follows.
Section 5.1 Status. The Purchaser has been duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization.
Section 5.2 Authorization of this Agreement. The Purchaser has the power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement will be validly executed and delivered by the Purchaser, and assuming due authorization, execution and delivery of this Agreement by the Seller, constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that the enforcement thereof may be limited by the Bankruptcy Exceptions.
Section 5.3 Exculpation. The Purchaser acknowledges that it is not relying upon any other person in making its investment or decision to invest in the Company.
ARTICLE VI
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Seller and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Securities being purchased and the payment therefor.
ARTICLE VII
ASSIGNMENT
Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except an assignment by any Purchaser, in the case of a merger or consolidation where such party is not the surviving entity, or a sale of substantially all of its assets, to the entity that is the survivor of such merger or consolidation or the purchaser in such sale.
ARTICLE VIII
SEVERABILITY
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
ARTICLE IX
GOVERNING LAW; SUBMISSION TO JURISDICTION, ETC.
This Agreement will be governed by and construed in accordance with the laws of the State of Arkansas applicable to contracts made and to be performed entirely within such State.
ARTICLE X
TERMINATION
This Agreement may be terminated at any time prior to the Closing by the mutual written consent of the Purchaser and the Seller; provided, that either the Purchaser or the Seller, in its sole discretion without requiring consent of the other party, may terminate this Agreement if the Closing shall not have occurred by 9:30 am Central time on August 20, 2012. In the event of termination of this Agreement as provided in this Section, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except that nothing herein shall relieve either party from liability for any breach of any covenant of this Agreement.
ARTICLE XI
ENTIRE AGREEMENT, ETC.
This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.
ARTICLE XII
NO THIRD PARTY BENEFICIARIES
Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Seller and the Purchaser any benefits, rights, or remedies.
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
AGREED AND ACCEPTED: | ||
Stephens KCG LLC | ||
By: | Stephens Investments Holdings LLC, Manager | |
By: | /s/ David Knight | |
David Knight | ||
Senior Vice President | ||
SIE KCG LLC | ||
By: | /s/ Mark Doramus | |
Mark Doramus | ||
Manager |
Exhibit 7.3
POWER OF ATTORNEY
for Executing Forms 3, 4 and 5 and
Schedules 13G and 13D
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David A. Knight, William B. Keisler and Todd C. Ferguson the undersigneds true and lawful attorneys-in-fact to:
(1) execute, for and on behalf of the undersigned, any one or more Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the 34 Act), and the rules thereunder; and Schedules 13G and 13D and any amendments thereto in accordance with Section 13 of the 34 Act and the rules thereunder;
(2) do and perform any and all acts, for and on behalf of the undersigned, that may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedules 13G and 13D, and the timely filing of such forms and schedules with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Securities and Exchange Act of 1934, as amended, or other applicable Securities laws or rules.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2012.
Stephens Investments Holdings LLC | ||
By: | /s/ David A. Knight | |
David A. Knight Vice President |
Exhibit 7.4
POWER OF ATTORNEY
for Executing Forms 3, 4 and 5 and
Schedules 13G and 13D
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David A. Knight, William B. Keisler and Todd C. Ferguson the undersigneds true and lawful attorneys-in-fact to:
(1) execute, for and on behalf of the undersigned, any one or more Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the 34 Act), and the rules thereunder; and Schedules 13G and 13D and any amendments thereto in accordance with Section 13 of the 34 Act and the rules thereunder;
(2) do and perform any and all acts, for and on behalf of the undersigned, that may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedules 13G and 13D, and the timely filing of such forms and schedules with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Securities and Exchange Act of 1934, as amended, or other applicable Securities laws or rules.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2012.
Stephens KCG LLC
By: Stephens Investments Holdings LLC, its Manager
By: | /s/ David A. Knight | |
David A. Knight, Vice President |
Exhibit 7.5
POWER OF ATTORNEY
for Executing Forms 3, 4 and 5 and
Schedules 13G and 13D
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David A. Knight, William B. Keisler and Todd C. Ferguson the undersigneds true and lawful attorneys-in-fact to:
(1) execute, for and on behalf of the undersigned, any one or more Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the 34 Act), and the rules thereunder; and Schedules 13G and 13D and any amendments thereto in accordance with Section 13 of the 34 Act and the rules thereunder;
(2) do and perform any and all acts, for and on behalf of the undersigned, that may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedules 13G and 13D, and the timely filing of such forms and schedules with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Securities and Exchange Act of 1934, as amended, or other applicable Securities laws or rules.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2012.
SIE KCG LLC | ||
By: | /s/ David A. Knight, Manager | |
|
Exhibit 7.6
POWER OF ATTORNEY
for Executing Forms 3, 4 and 5 and
Schedules 13G and 13D
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David A. Knight, William B. Keisler and Todd C. Ferguson the undersigneds true and lawful attorneys-in-fact to:
(1) execute, for and on behalf of the undersigned, any one or more Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the 34 Act), and the rules thereunder; and Schedules 13G and 13D in accordance with Section 13 of The 34 Act and the rules thereunder;
(2) do and perform any and all acts, for and on behalf of the undersigned, that may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedules 13G and 13D, and the timely filing of such forms and schedules with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Securities and Exchange Act of 1934, as amended, or other applicable Securities laws or rules.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2002.
/s/ Warren A. Stephens
Signature
Warren A. Stephens
Printed Name