Item 7.01 Regulation FD Disclosure.
On May 26, 2020, the Company issued a press release announcing its intention to
offer $350 million in aggregate principal amount of Senior Secured Notes due
2025 (the "Notes") in a private offering to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and to certain persons outside the
United States pursuant to Regulation S under the Securities Act. The Company
intends to deposit the gross proceeds of the offering into a segregated escrow
account until the date that certain escrow release conditions are satisfied.
Among other things, the escrow release conditions include the consummation of
the closing of the merger of the Company's wholly-owned subsidiary and GAIN
Capital Holdings, Inc. ("GAIN"), with GAIN surviving as the Company's
wholly-owned subsidiary, pursuant to the Agreement and Plan of Merger dated as
of February 26, 2020 (the "Merger"). Following the escrow release, the Notes
will be guaranteed by the subsidiaries of the Company that guarantee the
Company's senior secured credit facility and by GAIN and certain of its domestic
A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
In connection with the Company's offering of the Notes and the related
guarantees, the Company is including in the preliminary offering memorandum
relating to the offering Unaudited Pro Forma Condensed Combined Financial
Information, as well as certain additional financial measures that are not
presented in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP") or in accordance with applicable
requirements and guidance of the Securities and Exchange Commission for
presentation of pro forma financial information. This information, some of which
has not been previously disclosed publicly by the Company, as derived from the
preliminary offering memorandum relating to the offering, is furnished on
Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K and is
incorporated herein by reference.
Unless otherwise stated, the Unaudited Pro Forma Condensed Combined Financial
Information furnished on Exhibit 99.2 is derived from the historical financial
statements of the Company and GAIN, adjusted to give effect to the Merger and
the issuance of the Notes. The pro forma adjustments are preliminary and have
been made solely for informational purposes. The Unaudited Pro Forma Condensed
Combined Financial Information is not intended to represent and does not purport
to be indicative of what the Company's financial condition or results of
operations would have been had these transactions occurred at an earlier date.
In addition, the Unaudited Pro Forma Condensed Combined Financial Information is
not necessarily indicative of, and does not purport to project, the future
financial condition or results of operations of the combined company. The actual
financial condition and results of the combined company may differ significantly
from those reflected in the Unaudited Pro Forma Condensed Combined Financial
Information furnished on Exhibit 99.2.
The additional financial information furnished on Exhibit 99.3 includes EBITDA
and Adjusted EBITDA, which are not required by, or presented in accordance with,
U.S. GAAP, in each case on a pro forma basis giving effect to the Merger and the
issuance of the Notes. The additional financial information furnished on Exhibit
99.3 also includes what the Company refers to as Pro Forma Adjusted EBITDA,
which further adjusts Adjusted EBITDA on a pro forma basis to give effect to
estimated synergies and cost savings. The Company presents these non-GAAP
financial measures because they are used by management to evaluate the Company's
performance and the Company believes they provide investors with a more complete
understanding of the Company's financial performance, competitive position and
prospects for the future. For a discussion of EBITDA, Adjusted EBITDA and Pro
Forma Adjusted EBITDA (including additional reasons the Company presents such
measures), see Exhibit 99.3 under the heading "Non-GAAP Financial Measures."
Investors are cautioned to consider the qualifications and limitations set forth
on Exhibit 99.3 with respect to the non-GAAP financial measures furnished
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy the Notes, the related guarantees or any other security, nor
shall there be any offer, solicitation or sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful. Any
offers of the Notes and the related guarantees will be made only by means of a
private offering memorandum.
The offer and sale of the Notes and related guarantees have not been, and will
not be, registered under the Securities Act, or the securities laws of any other
jurisdiction, and the Notes and related guarantees may not be offered or sold in
the United States absent registration or applicable exemptions from registration
The information furnished pursuant to Item 2.02 and Item 7.01, including
Exhibits 99.1, 99.2 and 99.3, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities under that Section and shall not
be deemed to be incorporated by reference into any filing under the Securities
Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release dated May 26, 2020 (furnished herewith).
99.2 Unaudited Pro Forma Condensed Combined Financial Information
99.3 Additional Financial Information (furnished herewith).
© Edgar Online, source Glimpses