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~~June 185, 2017

KCG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54991	38-3898306
DELAWARE	000-54991	38-3898306
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
300 Vesey Street, New York, NY 10282
(Address of principal executive offices)
(646) 682-6000
(Registrant’s telephone number, including area code)

300 Vesey Street

New York, NY 10282

(Address of principal executive offices)

(646) 682-6000

(Registrant’s telephone number, including area code)

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))

☐ 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 2~~1.0501 ~~Costs~~Entry ~~Associated~~Into ~~with~~a ~~Exit~~Material orDefinitive ~~Disposal~~Agreement ~~Activities.~~

On ~~May~~June 185, 2017, KCG Americas, LLC (“KCGA”), a wholly owned broker-dealer subsidiary of KCG Holdings, Inc. (“KCG”), ~~commenced~~as borrower, aKCG, ~~plan~~as ~~(i) to~~guarantor, ~~exit~~the ~~its~~lenders ~~business~~from intime ~~Asia~~to ~~through~~time aparty ~~shutdown~~thereto, ofBMO ~~operations~~Harris ofBank ~~its~~N.A., ~~wholly-owned~~as ~~subsidiary~~administrative agent, ~~KCG~~Bank ~~Asia~~of ~~Pacific~~New ~~Pte. Ltd.~~York, toas ~~shutdown~~collateral ~~certain~~agent, ~~other~~and ~~operations~~BMO ~~conducted~~Capital inMarkets ~~Asia~~as ~~and~~lead ~~Australia~~arranger and tobook ~~exit~~runner (collectively, the ~~its~~“parties”) ~~foreign~~entered ~~exchange~~into ~~market~~the ~~making~~First ~~business~~Amendment ~~and~~to Credit Agreement (iithe “Amendment”) to, ~~commence~~which aamends ~~workforce~~that ~~reduction~~certain ~~plan~~credit agreement, indated ~~order~~June 5, to2015, ~~reduce~~between ~~KCG’s~~KCGA, ~~expenses~~as ~~and~~borrower, ~~operational~~KCG, ~~complexity~~as guarantor, ~~while~~the ~~increasing~~lenders ~~KCG’s~~from ~~ability~~time to ~~focus~~time party onthereto, ~~areas~~BMO ofHarris ~~competitive~~Bank ~~strength~~N.A., ~~Total charges~~as ~~related~~administrative toagent, ~~these~~Bank ~~activities~~of ~~are~~America, ~~expected~~N.A., toas besyndication ~~approximately~~agent, ~~$18~~and ~~million~~BMO toCapital ~~$20~~Markets ~~million~~and Merrill Lynch, onPierce, aFenner & ~~pre-tax~~Smith ~~basis~~Incorporated, ~~the~~as ~~majority~~joint oflead ~~which~~arrangers ~~will~~and bejoint ~~recognized~~book inrunners (the “Original ~~second~~Facility ~~quarter~~Agreement”, ofand, ~~2017~~as ~~with~~amended by the ~~balance~~Amendment, ~~expected~~the to“KCGA beFacility ~~recognized~~Agreement”). ~~later~~The indescription of the ~~year. Cash~~Original ~~expenditures~~Facility ~~are~~Agreement ~~expected~~filed toby beKCG ~~approximately~~on ~~$12~~Form to8-K ~~$14~~on ~~million~~June 9, 2015 is hereby incorporated by reference.

~~Shutdown~~The Amendment, among other things, reduces the lenders’ aggregate commitments under the KCGA Facility Agreement from $355,000,000 to $260,000,000, extends the maturity of ~~Certain~~the ~~Operations~~facility from June 5, 2017 to June 4, 2018, and reduces the margins on borrowings under the facility. Borrowings under the facility shall bear interest, at a rate based on the federal funds rate (such loans referred to as “Base Rate Loans”) or based on LIBOR (such loans referred to as “Eurodollar Loans”), at KCGA’s option, in each case plus an applicable margin. The Amendment reduces the margin on each Base Rate Loan and Eurodollar Loan from (a) for each Revolving A Loan (as defined in the KCGA Facility Agreement) from 1.50% to 1.25% per annum and (b) for each Revolving B Loan (as defined in the KCGA Facility Agreement) from 2.50% to 2.25% per annum.

~~Total~~The ~~charges~~Amendment ~~related~~also toamends ~~the~~a ~~shutdown~~financial ofcovenant ~~KCG~~under ~~Asia~~the ~~Pacific~~KCGA ~~Pte.~~Facility ~~Ltd.~~Agreement ~~and~~by ~~other~~increasing ~~operations~~the inminimum level ~~Asia~~of ~~and~~Excess ~~Australia~~Net Capital (as ~~well~~defined ~~KCG’s~~in ~~exit~~the ofKCGA ~~its~~Facility ~~foreign~~Agreement) ~~exchange market~~that ~~making~~KCGA ~~business~~must ~~are~~maintain ~~expected~~from ~~to be approximately~~ $875,000,000 to $~~10 million in writedown of fixed assets~~100, ~~intangibles and lease losses~~000,000. onIn ~~a pre-tax basis~~addition, the ~~majority~~Amendment ofreduces ~~which~~availability ~~will be recognized in the second quarter~~ of ~~2017~~Revolving ~~with~~B ~~the~~Loans ~~balance expected~~by toreducing ~~be recognized later in~~ the ~~year.~~Revolving ~~These~~B ~~charges~~Sublimit do(as ~~not include employee costs, which are described~~ defined in the ~~following~~KCGA ~~paragraph.~~Facility ~~KCG~~Agreement) ~~also expects to incur an immaterial amount of legal and professional fees in connection with exiting its Asian and Australian operations. The exit~~ from ~~KCG’s~~$115,000,000 ~~Asian and Australian operations is expected~~ to ~~be completed by the fourth quarter of 2017~~$100,000,000.

~~Workforce~~The ~~Reduction~~foregoing ~~Plan~~summary is qualified by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

~~The~~Item ~~workforce reduction plan impacts approximately 12% of KCG’s workforce, and will be completed during the second quarter of 2017~~9.01 ~~KCG~~Financial ~~currently~~Statements estimates that it will recognize a pre-tax charge in connection with the workforce reduction of approximately $10 million during the second quarter of 2017. The charge is expected to consist of severance, other one-time termination benefits, and ~~other associated costs. All affected employees were notified by June 2, 2017.~~ Exhibits

The foregoing contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the size of the reduction and the estimated amount and timing of the related charges. Statements regarding future events are based on KCG’s current expectations and are necessarily subject to associated risks related to the completion of the reduction in force in the manner anticipated by KCG. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including: KCG’s ability to implement the workforce reductions in various geographies; possible changes in the size and components of the expected costs and charges associated with the plan; risks associated with KCG’s ability to achieve the benefits of the planned workforce reduction; and KCG’s planned merger with Virtu Financial, Inc. For information regarding other factors that could cause KCG’s results to vary from expectations, please see the “Risk Factors” section of KCG’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. KCG undertakes no obligation to revise or update publicly any forward-looking statements.


Exhibit No.		Description

10.1		First Amendment to Credit Agreement, dated June 5, 2017, by and among KCG Americas LLC, as borrower, KCG Holdings, Inc., as guarantor, the lenders from time to time party thereto, BMO Harris Bank N.A., as administrative agent, Bank of New York as collateral agent, and BMO Capital Markets as lead arranger and book runner.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned’s ~~hereunto~~ duly authorized signatory.

Dated: June 9, 2017


KCG HOLDINGS, INC.


By:		/s/ John McCarthy

		Name: John McCarthy
		Title: General Counsel

EXHIBIT INDEX


Exhibit No.		Description

10.1		First Amendment to Credit Agreement, dated June 5, 2017, by and among KCG Americas LLC, as borrower, KCG Holdings, Inc., as guarantor, the lenders from time to time party thereto, BMO Harris Bank N.A., as administrative agent, Bank of New York as collateral agent, and BMO Capital Markets as lead arranger and book runner.

KCG Holdings, Inc.

(Registrant)

Date: June 2, 2017

/s/ John McCarthy

John McCarthy

General Counsel

Filing Compare · Virtu KCG Holdings LLC