Virtu Financial, Inc. announced that its subsidiaries, VFH Parent LLC and Valor Co-Issuer, Inc. priced their previously announced private offering of $500 million aggregate principal amount of their 7.50% senior first lien notes due 2031 on June 11, 2024. In addition, on June 13, 2024, the Issuer allocated its new senior secured first lien credit facilities consisting of (i) a $1,245 million senior secured first lien term loan facility due 2031 and (ii) a $300 million senior secured first lien revolving credit facility available through 2027. The notes will bear interest at a rate equal to 7.50% per annum.

The new term loans will bear interest at a rate per annum equal to SOFR plus 2.75%, an improvement from the previous SOFR plus 3.00%, and will be issued at 99.75% of par. The Issuers intend to use the proceeds of the notes offering and the new term loans to repay all amounts outstanding under the Issuer?s existing term loan facility. Virtu expects to recognize cash interest expense savings of approximately $2 million per annum after giving effect to these transactions as well as extend the maturities and diversify its capital structure through the issuance of the notes.

There is no material increase in debt as a result of these transactions. The notes will be fully and unconditionally guaranteed on a senior secured first-lien basis by Virtu Financial LLC (?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 amended credit facilities. The notes offering and the amended credit facilities are expected to close on or about June 21, 2024, subject to customary closing conditions.

The consummation of the notes offering is not contingent upon the closing of the amended credit facilities. The closing of the amended credit facilities is not contingent upon the consummation of the notes offering. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the ?Securities Act?), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.

Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.