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 30, 2024, Virtu Financial, Inc. (the “Company”) issued a press release announcing that it intended to hold one or more meetings with potential investors with respect to a potential opportunistic offering of senior secured first lien notes, the proceeds of which were expected to be used to repay a portion of the outstanding borrowings under its senior secured first lien term loan facility due 2029. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On June 10, 2024, the Company issued a press release announcing the commencement by its subsidiaries, VFH Parent LLC and Valor Co-Issuer, of a private offering of $500 million aggregate principal amount of senior first lien notes due 2031 (the “notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
On June 13, 2024, the Company issued a press release announcing the pricing of the notes offering described above and the allocation of new senior secured first lien credit facilities consisting of (i) a $1,245 million senior secured first lien term loan facility due 2031 and (ii) a $300 million senior secured first lien revolving credit facility available through 2027. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of, the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Document Description | |
| 99.1 | Press Release dated May 30, 2024. | |
| 99.2 | Press Release dated June 10, 2024. | |
| 99.3 | Press Release dated June 13, 2024. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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: June 13, 2024
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