Virtu Financial Enters Material Definitive Agreement

TL;DR

Virtu Financial just signed a big deal creating a new financial obligation.

AI Summary

On June 21, 2024, Virtu Financial, Inc. entered into a material definitive agreement, which also constitutes the creation of a direct financial obligation. The filing does not specify the counterparty or the financial details of this agreement.

Why It Matters

This filing indicates Virtu Financial has entered into a significant new agreement that will create a financial obligation, potentially impacting its balance sheet and future operations.

Risk Assessment

Risk Level: medium — The nature and terms of the material definitive agreement and the resulting financial obligation are not disclosed, creating uncertainty about potential risks.

Key Players & Entities

• Virtu Financial, Inc. (company) — Registrant
• June 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.00001 — ered: Class A common stock, par value $0.00001 per share VIRT The Nasdaq Stock Mar
• $500.0 million — r with the Issuer, the " Issuers "), of $500.0 million aggregate principal amount of senior fi
• $1,245.0 million — ing Credit Agreement to provide for (i) $1,245.0 million in aggregate principal amount of senior
• $250.0 million — rst lien revolving credit facility from $250.0 million to $300.0 million and an extension of t
• $300.0 million — credit facility from $250.0 million to $300.0 million and an extension of the maturity thereo

Filing Documents

• eh240498513_8k.htm (8-K) — 40KB
• 0000950142-24-001677.txt ( ) — 212KB
• virt-20240621.xsd (EX-101.SCH) — 3KB
• virt-20240621_lab.xml (EX-101.LAB) — 33KB
• virt-20240621_pre.xml (EX-101.PRE) — 22KB
• eh240498513_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Issuance of New Notes General On June 21, 2024, Virtu Financial, Inc. (the " Company, " " Virtu " or " we ") announced the completion of the previously announced offering by its subsidiaries, VFH Parent LLC (the " Issuer ") and Valor Co-Issuer, Inc. (the " Co-Issuer " and, together with the Issuer, the " Issuers "), of $500.0 million aggregate principal amount of senior first lien notes due 2031 (the " notes "). The notes were issued pursuant to an indenture, dated as of June 21, 2024 (the " Indenture "), among the Issuers, Virtu Financial LLC (" Virtu Financial "), the subsidiary guarantors party thereto from time to time (together with Virtu Financial, the " Guarantors "), and U.S. Bank Trust Company, National Association, as trustee (the " Trustee ") and collateral agent (the " Collateral Agent "). The notes bear interest at a fixed rate of 7.50% per annum, accruing from June 21, 2024. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2024. The notes will mature on June 15, 2031. The notes are fully and unconditionally guaranteed on a senior secured first lien basis by Virtu Financial and each of Virtu Financial's existing and future wholly owned domestic subsidiaries (other than the Issuers) that guarantee, or are borrowers under, the Issuer's senior secured first lien credit facilities. The Issuers used the proceeds of the notes offering and of the New Term Loans (as defined below) to repay in full all term loans previously outstanding under the Existing Credit Agreement (as defined below). Collateral The notes are secured by a first priority perfected lien on substantially all of the existing and future assets of the Issuers and Guarantors, subject to permitted liens and certain exceptions as described under the Indenture. Redemption The Issuers may redeem some or all of the notes at their option prior to June 15, 2027, at a redempti

03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is hereby incorporated by reference in its entirety in response to this Item. Cautionary Note Regarding Forward-Looking This report may contain "forward-looking Virtu's business that are not historical facts are forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if the Company does update one or more forward-looking respect to future events, and is subject to risks and uncertainties, some or all of which are not predictable or within Virtu's control, that could cause actual performance or results to differ materially from those expressed in the statements. Those risks and uncertainties include, without limitation: risks relating to fluctuations in trading volume and volatilities in the markets in which we operate; the ability of our trading counterparties, clients, and various clearing houses to perform their obligations to us; the performance and reliability of our customized trading platform; the risk of material trading losses from our market making activities; swings in valuations in securit

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. VIRTU FINANCIAL, INC. By: /s/ Justin Waldie Name: Justin Waldie Title: Senior Vice President, Secretary and General Counsel Dated: June 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR