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8-K - KNIGHT CAPITAL GROUP, INC.knight8k.htm
EX-99.2 - KNIGHT CAPITAL GROUP, INC.exhibit992.htm

 

Exhibit 99.1

 

 

 

 

 

 

KNIGHT CAPITAL GROUP ANNOUNCES PROPOSED OFFERING OF $300 MILLION OF CASH CONVERTIBLE SENIOR SUBORDINATED NOTES

 

JERSEY CITY, NJ (March 15, 2010) – Knight Capital Group, Inc. (Nasdaq: NITE) today announced that it intends to privately offer, subject to market and other conditions, $300 million aggregate principal amount of cash convertible senior subordinated notes due 2015. Knight also expects to grant the initial purchasers of the notes an option to purchase up to an additional $45 million aggregate principal amount of notes, solely to cover over-allotments, if any. The notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").

 

The notes will pay interest semi-annually on March 15 and September 15, and the notes will mature on March 15, 2015. Prior to December 15, 2014, the notes will be convertible into cash only upon specified events and, thereafter, at any time. Upon cash conversion, Knight will deliver an amount of cash calculated over the applicable observation period. Knight will not deliver common stock (or any other securities) upon conversion under any circumstances. The interest rate, conversion price and other financial terms will be determined by negotiations between Knight and the initial purchasers.

 

In connection with the pricing of the notes, Knight intends to enter into privately negotiated cash convertible note hedge transactions with one or more affiliates of the initial purchasers of the notes or other financial institutions (the "option counterparties") that are expected generally to reduce Knight's exposure to potential cash payments in excess of the principal amount of the notes that may be required to be made by Knight upon the cash conversion of the notes. Knight also intends to enter into privately negotiated warrant transactions with the option counterparties, which could have a dilutive effect to the extent that the price of Knight common stock exceeds the applicable strike price of the warrants.  Knight may, however, elect to settle the warrants in cash, subject to certain conditions.  If the initial purchasers exercise their over-allotment option, Knight may enter into additional cash convertible note hedge transactions and additional warrant transactions.

 

In connection with establishing their initial hedge of the cash convertible note hedge and warrant transactions, the option counterparties or their affiliates expect to enter into various derivative transactions with respect to Knight common stock concurrently with or shortly after the pricing of the notes.  This activity could increase (or reduce the size of any decrease in) the market price of Knight common stock at that time.  In addition, the option counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Knight common stock and/or purchasing or selling Knight common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes).  This activity could also cause or avoid an increase or a decrease in the market price of Knight common stock.

 

Knight intends to use the net proceeds to pay the costs of the cash convertible note hedge transactions described above (after such costs are offset by the proceeds to Knight from the warrant transactions described above) and to retire debt of $140 million in a senior secured term loan facility and senior secured revolving facility. The remainder of the net proceeds will be used for general corporate purposes.

 

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent

 


 

 

 

 

 

registration or an applicable exemption from registration requirements. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

 

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About Knight

 

Knight Capital Group, Inc. (Nasdaq: NITE) is a global financial services firm that provides market access and trade execution services across multiple asset classes to buy- and sell-side firms. Knight's hybrid market model features complementary electronic and voice trade execution services in global equities and fixed income as well as foreign exchange, futures and options. The firm is consistently ranked as the leading source of off-exchange liquidity in U.S. equities. Knight also provides capital markets services to corporate issuers. Knight is headquartered in Jersey City, NJ with a growing global presence across North America, Europe and the Asia-Pacific region.

 

Certain statements contained herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with changes in market structure, legislative or regulatory rule changes, the costs, integration, performance and operation of businesses recently acquired or developed organically, or that may be acquired in the future, by the Company and risks related to the costs and expenses associated with the Company's exit from the Asset Management business. Since such statements involve risks and uncertainties, the actual results and performance of the Company may turn out to be materially different from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made herein. Readers should carefully review the risks and uncertainties disclosed in the Company's reports with the U.S. Securities and Exchange Commission (SEC), including, without limitation, those detailed under the headings "Certain Factors Affecting Results of Operations" and "Risk Factors" in the Company's Annual Report on Form 10-K for the year-ended December 31, 2009, and in other reports or documents the Company files with, or furnishes to, the SEC from time to time. This information should also be read in conjunction with the Company's Consolidated Financial Statements and the Notes thereto contained in the Company's Annual Report on Form 10-K for the year-ended December 31, 2009, and in other reports or documents the Company files with, or furnishes to, the SEC from time to time.

 

CONTACTS

Margaret Wyrwas  Kara Fitzsimmons    Jonathan Mairs
Senior Managing Director, Director,     Vice President,
Communications, Marketing & Investor Relations  Media Relations   Corporate Communications
 201.557.6954 or   201.356.1523 or   201.356.1529 or

mwyrwas@knight.com

kfitzsimmons@knight.com  jmairs@knight.com