KCG Announces Preliminary Results Of Its “Modified Dutch Auction” Tender Offer 

KCG Holdings, Inc. (NYSE: KCG) announced the preliminary 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 preliminary count by Computershare, the depositary for the tender offer, a total of approximately 82.3 million shares of KCG’s Class A Common Stock were properly tendered and not properly withdrawn at or below $14.00 per share, including approximately 9.0 million shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, KCG expects to repurchase 23.6 million shares at $14.00 per share on a pro rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of approximately $330 million, excluding fees and expenses related to the tender offer. As such, KCG has been informed by the depositary that the preliminary proration factor for the tender offer is approximately 28.7%. The shares expected to be repurchased represent approximately 22% of KCG‘s Class A Common Stock outstanding excluding restricted stock units as ofMay 7, 2015.

The number of shares expected to be purchased in the tender offer and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered by notice of guaranteed delivery will be delivered within the prescribed three trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter.