The notes will be convertible at the holder's option in certain
circumstances. Upon conversion, we will deliver cash up to the principal
amount. With respect to any conversion value in excess of the principal
amount, we will deliver shares of
In connection with the offering of the notes,
In connection with establishing their initial hedges of the convertible note hedge transactions and warrant transactions, concurrently with, or shortly after, the pricing of the notes, the hedge counterparties or their affiliates expect to purchase FXCM Inc.'s Class A common stock in open market transactions and/or privately negotiated transactions and/or enter into various cash-settled derivative transactions with respect to FXCM Inc.'s Class A common stock. In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to FXCM Inc.'s Class A common stock and/or by purchasing or selling FXCM Inc.'s Class A common stock in open market transactions and/or privately negotiated transactions following the pricing of the notes from time to time (and are likely to do so during any conversion period related to a conversion of notes). Any of these transactions and activities could increase, decrease or prevent a decline in the market price of FXCM Inc.'s Class A common stock.
The notes and any shares of FXCM Inc.'s Class A common stock issuable
upon conversion of the notes will not be and have not been registered
under the Securities Act, or any state securities law, and may not be
offered or sold in
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any shares of FXCM Inc.'s Class A common stock issuable upon conversion of the notes, nor shall there be any offer, solicitation or sale of any notes or any shares of FXCM Inc.'s Class A common stock issuable upon conversion of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Disclosure Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which reflect FXCM Inc.'s current views
with respect to, among other things, its operations and financial
performance for the future. You can identify these forward-looking
statements by the use of words such as "outlook," "believes," "expects,"
"potential," "continues," "may," "will," "should," "seeks,"
"approximately," "predicts," "intends," "plans," "estimates,"
"anticipates" or the negative version of these words or other comparable
words. Such forward-looking statements are subject to various risks and
uncertainties. Accordingly, there are or will be important factors that
could cause actual outcomes or results to differ materially from those
indicated in these statements.
These factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are included in
this presentation and in our
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