Stifel Financial Corp. (NYSE:SF) agreed to acquire U.S. institutional fixed income sales and trading business from Knight Capital Group, Inc. (NYSE:KCG) on March 14, 2013. In addition, Stifel will hire the European institutional fixed income sales and trading team from Knight. The acquisition of Knight’s U.S. business, as well as the hiring of the European team is expected to be completed in the second quarter of 2013. Bryan Cave LLP acted as legal advisor for Stifel. ... Bank of America Merrill Lynch acted as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor for Knight.
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Getco LLC made a proposal to acquire Knight Capital Group, Inc. (NYSE:KCG) from TD Ameritrade Holding Corporation (NYSE:AMTD), Stephens Investments Holdings LLC, Stifel Financial Corp. (NYSE:SF), Jefferies & Company, Inc., Blackstone Capital Partners VI, L.P. and Blackstone Family Investment Partnership VI L.P, fund of The Blackstone Group, Private Equity Group in a reverse merger transaction on November 28, 2012. Getco LLC will acquire 154 million shares of in Knight ... Capital Group, Inc. at an offer per share of $3.50. As reported, the transaction would be accomplished through a two-step process. The first step would be Knight Capital and Getco merger and GETCO's shareholders receiving approximately 242 million newly issued shares of Knight Capital. The second step would be a tender offer for up to 154 million shares of Knight. In the event the agreement is terminated by GETCO or Knight, then they shall pay to each other a termination fee in the amount $53 million. Daniel Coleman will be the Chief Executive Officer and a Board member of the combined company and Tom Joyce will be non executive Chairman of the Board of the combined company. The Board will have nine members including Daniel Coleman and four other Directors nominated by former GETCO shareholders and three Directors currently serving on the Knight Board of Directors and Thomas M. Joyce. Getco LLC expect to enter into definitive agreement by no later than December 3, 2012.The transaction is subject to consummation of another merger, obtaining financing, completion of due diligence, shareholder approval of Getco and Knight Capital, listing of shares on the New York Stock Exchange, effectiveness of the registration statement on form S-4, regulatory approval, execution of ancillary agreements and satisfactory negotiation and execution of definitive agreement. The transaction has been unanimously approved by Board of Directors of Getco LLC. The transaction is expected to be completed in the second quarter of 2013. Concurrently with the agreement, TD Ameritrade Holding entered into a voting and support agreement with GETCO, pursuant to which TD Ameritrade generally agreed, to vote its Knight shares in favor of the transaction. As of December 19, 2012, Getco LLC signed an agreement to acquire Knight Capital Group, Inc. Under the terms of agreement, GETCO and Knight will be combined under a new publicly traded holding company. Under the agreement, existing Knight shareholders (other than GETCO) will have the right to elect to receive $3.75 per share in cash or one share of common stock of the new holding company. The cash consideration will be subject to pro-ration if the holders elect to receive more than $720 million in cash in the aggregate. GETCO members will receive 233 million shares of the new holding company and the 57 million shares of Knight currently owned by GETCO will be retired. GETCO members will receive warrants in the new holding company as follows: 25 million warrants with a $4 exercise price and a four-year term; 25 million warrants at a $4 exercise price and a five-year term; and 25 million warrants at a $5 exercise price and a six-year term. GETCO has obtained commitments from affiliates of Jefferies for the financing necessary to complete the transaction, including refinancing all existing Knight and GETCO debt. General Atlantic will make an additional $55 million equity investment, which will bring their total investment in the new company to over $400 million. The deal was granted early termination of the waiting period under the Hart-Scott-Rodino Act on February 6, 2013. As of April 15, 2013, an an amendment to previously filed Registration Statement on Form S-4 with the Securities and Exchange Commission was filed. Under the amendment, Knight stockholders will have the right to elect to receive $3.75 per share in cash for each share of Knight Class A Common Stock or one-third of a share of Knight common stock. The cash portion of the consideration for Knight stockholders remains subject to pro-ration if the holders of more than 66.7 percent of the Knight common stock eligible for election in the transaction properly elect to receive the cash consideration for their Knight shares. Sandler O'Neill & Partners, L.P. acted as the financial advisor and Edward D. Herlihy, Nicholas G. Demmo, Brandon C. Price, Raaj S. Narayan, Jesse Payne-Johnson, Stephanie Lee, Jeannemarie O’Brien, Adam Kaminsky, Joshua M. Holmes, Michael Sabbah, Joshua A. Feltman and Gregory E. Pessin of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Knight. Jefferies & Company, Inc. acted as the financial advisor and H. Rodgin Cohen, John P. Mead, Jared M. Fishman, Bret T. Chrisope, Matthew R. Wesley, Marc Trevino, Maria C. Charon, Robin C. Kelly, Daniel Zharkovsky, John E. Estes, Julian Wright, Bobby Yeh, Ronald Creamer Jr., Kevin Salinger and David B. Harms of Sullivan & Cromwell LLP acted as legal advisors to GETCO. Bank of America Merrill Lynch pro
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