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): May 23, 2017
Global Brokerage, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-34986 | | 27-3268672 |
| (State or Other Jurisdiction of | | (Commission File Number) | | (IRS Employer |
| Incorporation) | | | | Identification No.) |
55 Water Street, FL 50 New York, NY, 10041
(Address of Principal Executive Offices) (Zip Code)
(646) 432-2986
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-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¨
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.¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 23, 2017, FXCM Group, LLC. (“FXCM Group”), in which Global Brokerage, Inc. has an indirect 37.3% ownership interest and an up to 33.5% effective economic interest, entered into a definitive agreement pursuant to which FXCM Group and the other shareholders of FastMatch Inc. (“FastMatch”) have agreed to sell their shares in FastMatch to Euronext US Inc. In consideration for the purchase of its stake, FXCM Group will receive approximately $55.6 million, with a portion held in escrow and subject to certain future adjustments including a share of a $10 million earnout if certain performance targets of FastMatch are met. The transaction is subject to customary closing conditions.
SIGNATURE
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.
| | GLOBAL BROKERAGE, INC. | |
| | | |
| | By: | /s/ David S. Sassoon | |
| | | Name: | David S. Sassoon | |
| | | Title: | General Counsel | |
| | | | | |
| Date: May 23, 2017 | | | | |
