KC4 | Knight Capital Group Current Report on Form 8-K | August 6, 2012 | Items 1.01 and 3.02
https://www.sec.gov/Archives/edgar/data/1060749/000119312512338098/d392396d8k.htm
Verbatim excerpts from issuer filing (HTML entities decoded; intervening language omitted):
"On August 6, 2012, Knight Capital Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and Jefferies & Company, Inc. (“Jefferies”), Jefferies High Yield Trading, LLC, Blackstone Capital Partners VI L.P. (“Blackstone”), Blackstone Family Investment Partnership VI ESC L.P., Blackstone Family Investment Partnership VI L.P., GETCO Strategic Investments, LLC (“GETCO”), TD Ameritrade Holding Corporation, Stephens Investments Holdings LLC and Stifel Financial Corp. (collectively, the “Investors”), pursuant to which, among other things, the Company sold 400,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), in a private placement to the Investors in exchange for aggregate cash consideration of $400,000,000 (the “Investments”)."
"The Investments were completed on August 6, 2012 (the “Closing Date”)."
"On the Closing Date, the Series A-1 Shares and the Series A-2 Shares represent, on an as-converted basis, approximately 73% of the outstanding common stock, par value $0.01 per share (the “Common Stock”) of the Company."
"However, the Finance and Audit Committee of the Board determined that the delay that would result from the requirement to obtain Stockholder Approval prior to the completion of the Investments would seriously jeopardize the financial viability of the Company and accordingly the Finance and Audit Committee of the Board approved the Company’s reliance on the “financial viability” exception set forth in the Exchange’s Shareholder Approval Policy applicable to such circumstances (the “Exception”)."