UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
KCG Holdings, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
48244B 100
(CUSIP Number of Class of Securities)
John McCarthy, Esq.
KCG Holdings, Inc.
545 Washington Boulevard
Jersey City, New Jersey 07310
(201) 222-9400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Robert W. Reeder, Esq.
Jared M. Fishman, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |
| $N/A | $N/A | |
| * | Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not Applicable | Filing Party: Not Applicable | |
| Form or Registration No.: Not Applicable | Date Filed: Not Applicable |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d–1. |
| x | issuer tender offer subject to Rule 13e–4. |
| ¨ | going-private transaction subject to Rule 13e–3. |
| ¨ | amendment to Schedule 13D under Rule 13d–2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e–4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d–1(d) (Cross-Border Third-Party Tender Offer) |
At 9:00 a.m. Eastern time on May 1, 2015, executives from KCG Holdings, Inc., a Delaware corporation (“KCG” or the “Company”), reviewed, via teleconference and live audio webcast, KCG’s prior announcement that it plans to launch a modified Dutch auction tender offer to repurchase for cash up to $330 million of outstanding shares of its Class A Common Stock, par value $0.01 per share (the “Shares”). A transcript of that review is included as Exhibit 99.1 to this Schedule TO.
The tender offer described in Exhibit 99.1 has not yet commenced. The transcript included as Exhibit 99.1 is for informational purposes only, is not a recommendation to buy or sell Shares, and does not constitute an offer to buy or the solicitation to sell Shares. The tender offer will be made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials that KCG expects to file Monday, May 4th with the Securities and Exchange Commission (the “Commission”). Stockholders should read carefully the Offer to Purchase, Letter of Transmittal and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Once the tender offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that KCG will be filing with the Commission at the Commission’s website at www.sec.gov or the investor information section of KCG’s website at www.kcg.com.
| ITEM 12. | Exhibits. |
Exhibit Number | Description | |
| 99.1 | Transcript of KCG Holdings, Inc.’s Earnings Conference Call on May 1, 2015. | |
SIGNATURES
After due 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.
| KCG HOLDINGS, INC. | ||
| By: | /s/ John McCarthy | |
| Name: | John McCarthy | |
| Title: | General Counsel and Corporate Secretary | |
Date: May 4, 2015
EXHIBIT INDEX
Exhibit Number | Description | |
| 99.1 | Transcript of KCG Holdings, Inc.’s Earnings Conference Call on May 1, 2015. | |
