By Rob Daly

More Courters For KCG?

Virtu’s firm offer may push KCG into another firm’s arms.

KCG Holdings appears to be in play as The Financial Times reports that other companies have been approaching the firm after competitor Virtu Financial’s unsolicited bid for the electronic market-maker became public on March 15.

After KCG management had pushed back Virtu’s approximately $1.3 billion bid, it instructed is financial advisor Goldman Sachs to open up the bidding process, according to the report.

After completing its due diligence of KCG on Monday, Virtu decided not to alter its original bid for the company.

“Virtu could be eyeing significant cost saves in the combination as it is challenged for organic revenue growth amid a difficult volume and volatility backdrop,” wrote William Katz, a research analyst at Citi and author of the latest research alert on the potential deal.

Some in the industry view Virtu’s offer as a bid for KCG’s retail order flow business.

“This will be particularly important in Europe with MiFID II,” David Polen, global head of electronic execution at Fidessa, told Markets Media when Virtu’s bid became public. “Virtu is a dominant quoter on MTFs (multilateral trading facilities). They must be looking at bringing this in-house under the new MiFID II regime. Mixing in the KCG retail flow would make their SI offering very intriguing and leapfrog them in front of long-standing MTFs and exchanges.

However, when Katz questioned Virtu management regarding the firm’s interest in payment for order flow model during the broker’s 2015 fourth quarter earnings call, “management appeared unenthusiastic about the business model,” noted Katz.

If the deal proceeds, Citi expects that Virtu would finance the acquisition through approximately $180 million in cash, $565 million in long-term debt, and the rest via new equity issuance.

“Given the risk of additional equity issuance, we expect the stock to trade lower on the news.”

Since the news broke on March 15 through to finishing its due-diligence, Virtu Financial’s stock has dropped approximately 10.8%.

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