FXCM Inc. Announces Exercise of Option to Purchase Additional 2.25% Convertible Senior Notes due 2018
NEW YORK--(BUSINESS WIRE)--
FXCM Inc. (NYSE: FXCM) today announced that, in connection with FXCM
Inc.'s private offering of 2.25% Convertible Senior Notes due 2018, the
initial purchasers have exercised in full their option to purchase an
additional $22.5 million in aggregate principal amount of notes. The
full exercise of the option to purchase additional notes brings the
total aggregate principal amount of notes sold in the offering to $172.5
million. The offering is expected to close on June 3, 2013, subject to
customary closing conditions.
FXCM Inc. estimates that the net proceeds from the offering of notes,
including the notes sold pursuant to the initial purchasers' option to
purchase additional notes, will be approximately $166.3 million, after
deducting the initial purchasers' discount and the estimated offering
expenses payable by FXCM Inc.
In connection with the exercise of the option to purchase additional
notes, FXCM Inc. is entering into additional privately negotiated
convertible note hedge transactions with affiliates of certain initial
purchasers (the "hedge counterparties"). FXCM Inc. is also entering into
additional privately negotiated warrant transactions with the hedge
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 of 1933, as amended (the "Securities Act"), or
any state securities law, and may not be offered or sold in the United
States or to any U.S. persons absent registration under the Securities
Act, or pursuant to an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state securities laws.
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
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. FXCM Inc. believes these factors include
but are not limited to evolving legal and regulatory requirements of the
FX industry, the limited operating history of the FX industry, risks
related to the protection of its proprietary technology, risks related
to its dependence on FX market makers, market conditions and those other
risks described under "Risk Factors" in FXCM Inc.'s Annual Report on
Form 10-K and other SEC filings, which are accessible on the SEC website
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 SEC filings. FXCM Inc. undertakes no
obligation to publicly update or review any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as required by law.
Jaclyn Klein, 646-432-2463
Source: FXCM Inc.
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