3rd UPDATE: ConvergEx, CVC Capital End $1.9 Billion Deal Amid Probe
23 Dezembro 2011 - 5:22PM
Dow Jones News
ConvergEx Group's plan to sell a majority stake to private
equity firm CVC Capital Partners has been called off amid parallel
investigations by the Securities and Exchange Commission and the
U.S. Justice Department.
ConvergEx, which operates electronic trade-execution platforms
and options-routing services, said Friday in a press release the
parties terminated the transaction due to the investigations
involving "certain non-electronic trade execution practices
conducted through its Bermuda subsidiary, ConvergEx Global
Markets." The unit is expected to generate about 7% of the
company's total revenue in 2011.
The deal, announced in July, was worth $1.9 billion and would
have allowed CVC to become ConvergEx's largest shareholder, a
person familiar with the situation said Friday.
"While we regret that a transaction could not be consummated at
this time, the company's obligations to focus on the regulatory
questions raised by the inquiries made it difficult to execute the
transaction at this time," said ConvergEx Chairman and Chief
Executive Joseph M. Velli.
He added that actions were taken to "remedy any lapses that have
occurred" and to ensure the company is in compliance with the
firm's and regulatory requirements.
"We have zero tolerance for misconduct by any employees of the
company," the firm said.
The thwarted transaction came as regulators are stepping up
scrutiny of electronic trading platforms.
In October, the SEC sanctioned Direct Edge Holdings LLC for
having weak internal controls that resulted in $2.8 million in
trading losses and a systems outage, a case which Direct Edge
settled.
That same month, Pipeline Trading Systems LLC agreed to pay $1
million to settle allegations it falsely represented itself as a
"dark pool" where institutional investors can hide their trading
intentions, when it was only fielding customer orders from a sister
trading entity.
The aborted stake sale also delays any monetization by existing
ConvergEx shareholders. The CVC deal would have allowed private
equity firm GTCR Golder Rauner LLC to completely cash out on its
investment and Bank of New York Mellon (BK) a partial exit. They
each own a 33.2% stake in ConvergEx, while the remainder is held by
ConvergEx management and directors, according to the company's May
IPO filing.
The company was seeking to sell shares in the public market and
had filed for a $400 million initial public offering in May but
abandoned it in July for the deal with CVC.
Going forward, ConvergEx said Friday it has no plans to raise
new capital.
"Our balance sheet is the strongest that it has ever been. We
have discussed this development with our major shareholders, who
remain committed to the company's growth strategy, organically and
through acquisitions," Velli said.
BNY Mellon declined to comment, while GTCR couldn't be
immediately reached.
-By Amy Or, Dow Jones Newswires; 212-416-3142;
amy.or@dowjones.com
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