KCG Holdings, Inc.

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has KCG or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of KCG, the members of our Board of D...

expiry = 2015-06-02...BY KCG HOLDINGS, INC. OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). KCG Holdings, Inc. (“KCG,” the “Company,” “we,” “us,” or “our”) is offering to purchase for cash up to $330,000,000 of shares of our Class...

listed = True...f our outstanding Shares on a fully diluted basis. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “KCG.” On May 1, 2015, the last full trading day before we commenced the Offer, the closing price of the Shares on the NYSE was $13.54 per Share. On April 30, 2015, the last full trading day before we announced our intention to make the Offer, the closing price of the Shares on the NYSE was $12.84 per...

mechanism = DUTCH...ed and outstanding Shares, or 16.7% of our outstanding Shares on a fully diluted basis. See Section 1. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase for cash up to $330,000,000 of our Shares, at a price not greater than $14.00 nor less than $13.50...

mechanism = DUTCHEX-99.A5E 2 d935498dex99a5e.htm EX-(A)(5)(E) EX-(A)(5)(E) Exhibit (a)(5)(E) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES PRELIMINARY RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG expects to repurchase approximately 23.6 million shares of Class A Common Stock at $14.00 per share for a total cost of $330 million, excluding fees and expenses JERSEY CITY, New Jersey – June 3, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the preliminary results of its “modified Dutch auction” tender offer, w...

mechanism = DUTCHEX-99.A5G 2 d939523dex99a5g.htm EX-(A)(5)(G) EX-(A)(5)(G) Exhibit (a)(5)(G) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share JERSEY CITY, New Jersey – June 9, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the final results of its “modified Dutch auction” tender offer, which expired on June 2, 2015 at 5:00 p.m., New York City time. Based on the final count by C...

must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $330,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from stockholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference); • Second, after purchasing all the odd lots that were properly tendered at or below the Purchase Price and...

price = USD 13.5...ng requirements of the Exchange Act) or to be delisted from the NYSE. As of April 30, 2015, we had 109,040,224 issued and outstanding Shares. If the Offer is fully subscribed at a Purchase Price of $13.50 per Share, the minimum Purchase Price pursuant to the Offer, the completion of the Offer will result in the repurchase by KCG of 24,444,444 Shares. See Section 2. How long do I have to tender my Shares? You may tender your Shares...

price = USD 14.0...New York City time. Based on the final count by Computershare, the depositary for the tender offer, KCG accepted for purchase 23,571,428 shares of KCG’s Class A Common Stock at a purchase price of $14.00 per share, for a total cost of approximately $330 million, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 22% of KCG’s Class A Common Stock outstanding excluding restricted...

priority = True...“Offer”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $14.00 nor less than $13.50 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering stockholders. Th...

threshold = 100...f their Shares at or below the Purchase Price and not properly withdrawn them before the Expiration Date. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the final Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.A1A 2 d917676dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY KCG HOLDINGS, INC. OF UP TO $330,000,000 OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $14.00 PER SHARE NOR LESS THAN $13.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXT...

txn_type = TENDER_OFFER...d935498dex99a5e.htm EX-(A)(5)(E) EX-(A)(5)(E) Exhibit (a)(5)(E) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES PRELIMINARY RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG expects to repurchase approximately 23.6 million shares of Class A Common Stock at $14.00 per share for a total cost of $330 million, excluding fees and expenses JERSEY CITY, New Jersey – June 3, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired o...

txn_type = TENDER_OFFER...A5G 2 d939523dex99a5g.htm EX-(A)(5)(G) EX-(A)(5)(G) Exhibit (a)(5)(G) KCG Holdings, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 1 201 222 9400 tel 1 800 544 7508 toll free www.kcg.com KCG ANNOUNCES FINAL RESULTS OF ITS “MODIFIED DUTCH AUCTION” TENDER OFFER KCG repurchases 23.6 million shares of Class A Common Stock at $14.00 per share JERSEY CITY, New Jersey – June 9, 2015 – KCG Holdings, Inc. (NYSE: KCG) today announced the final results of its “modified Dutch auction” tender offer, which expired on June 2, 2015 at 5:00 p.m., New York City time. Based on the final count by Computershare,...