$1.4 Billion Merger of KCG Holdings and Virtu Financial

April 20, 2017

Cleary Gottlieb is representing Goldman, Sachs & Co., as financial advisor to KCG Holdings in its sale to Virtu Financial in an all-cash transaction valued at $1.4 billion.

The merger, which was announced April 20, 2017, is expected to close during the third quarter of 2017, subject to customary closing conditions, including the approval of the stockholders of KCG and receipt of required regulatory clearances and approvals.

Jefferies LLC, the largest shareholder of KCG, has entered into a voting agreement pursuant to which it has committed to vote 24.5 percent of KCG’s outstanding voting power in favor of the adoption of the merger agreement. North Island, in partnership with GIC, Singapore’s sovereign wealth fund, and Public Sector Pension Investment Board, one of Canada’s largest pension investment managers, will invest $625 million in Virtu common stock; and Temasek, an existing Virtu shareholder, has committed to invest an additional $125 million in Virtu common stock.

KCG is a leading independent securities firm offering investors a range of services designed to address trading needs across asset classes, product types and time zones.

Virtu is a leading technology-enabled market maker and liquidity provider to the global financial markets.