UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | OTHER EVENTS |
On May 19, 2020, Virtu Financial, Inc. issued a press release announcing that its subsidiaries Virtu Financial LLC and Virtu ITG Canada Corp. (collectively, “Virtu”) have entered into a Securities Purchase Agreement (the “MATCHNow Agreement”) with Cboe Global Markets Inc. (“Cboe”) pursuant to which Virtu has agreed to sell its subsidiaries TriAct Canada Marketplace LP and TCM Corp, which operate MATCHNow. MATCHNow is an alternative trading system in the Canadian equities market.
The transaction is subject to the satisfaction of customary closing conditions and receipt of certain regulatory clearances.
The MATCHNow Agreement contains customary representations, warranties, covenants and indemnification provisions. The parties have agreed to execute a transition services agreement and license agreement simultaneously with the closing of the transaction. The transaction is expected to close in the third quarter of 2020.
A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements — Certain statements in this Current Report on Form 8-K may contain forward-looking information regarding Virtu’s business that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including risks and uncertainties relating to the closing of the transaction, and actual results may differ materially from those set forth in the forward-looking statements. For a discussion of such risks and uncertainties, see Virtu’s Securities and Exchange Commission filings, including, but not limited to, the risk factors in Virtu’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on February 28, 2020.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| Exhibit No. | Description | |||
| 99.1 | Press release of Virtu Financial, Inc., dated May 19, 2020 | |||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release of Virtu Financial, Inc., dated May 19, 2020 | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: May 19, 2020
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