Gain Capital Holdings, Inc. (NYSE:GCAP)

BEDMINSTER, N.J., Oct. 31, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN"), today announced that it has entered into a definitive agreement to acquire City Index (Holdings) Limited ("City Index"), a leading online trading firm specializing in contracts-for-difference (CFDs), forex and UK spread betting, for approximately $118 million1, or a net purchase price of $82 million, including $36 million in cash on the company's balance sheet.

The combination of GAIN Capital and City Index creates a global leader in online trading, operating two market-leading brands in GAIN's FOREX.com, a top retail forex brand globally, and City Index, a premier CFD and spread bet brand. The combined company will service 235,000 retail customers in over 180 countries with annual trading volumes of more than $3 trillion. 

"The acquisition of City Index advances our growth strategy, creating scale for our retail business and accelerates the development of our innovative trading technology," said Glenn Stevens, GAIN's chief executive officer. "The combination will result in a balanced mix of customer volume, with approximately 61% of retail volume coming from FX and 39% from CFD trading/UK spread betting in other asset classes such as equities, indices and commodities. We look forward to leveraging the City Index brand in key markets and working with the team at City Index, who share our commitment to creating a superior customer experience."

"This transaction is a landmark moment in City Index's 30-year history as a leader in retail trading," said Mark Preston, City Index's Chairman and Chief Executive. "The combination of GAIN's unrivalled leadership in global foreign exchange with City Index's internationally-recognized CFD business creates a world-class industry leader, providing the scale and capability to deliver the ultimate trading experience to our clients around the world. The combined business will also offer greater opportunities for City Index's management and staff to flourish in a global business."

Founded in London in 1983 as one of UK's first spread betting companies, City Index is today one of the world's leading providers of CFDs, forex and UK spread betting, offering more than 10,000 products across equity, index, FX, commodity and bond CFDs and spread bets. City Index is majority owned by IPGL, the private holding company for the interests of Michael Spencer, Founder and Chief Executive of ICAP plc, the global markets operator.

"I am very pleased we have been able to agree to this transaction, which brings benefits for everyone," said Michael Spencer. "I believe GAIN is an outstanding company and will be able to move City Index to the next level, by leveraging its broad array of trading products and services onto a global platform. We believe this combination will enhance GAIN's leadership position in the FX/CFD industry by putting together two highly complementary companies to create significant value for customers and stakeholders. This is the latest example of the way that IPGL is able to invest actively in businesses over the long term to support their growth and development."

For the 12 month period ended September 30, 2014, City Index generated $124.8 million in revenue and $10.7 million in adjusted EBITDA. It had approximately 104,000 funded retail accounts and $344 million in customer assets as of September 30, 2014. 

The combined company will have pro forma client assets of approximately $1.2 billion, and trailing twelve month revenues and adjusted EBITDA, for the period ended September 30, 2014, of $462 million and $61 million, respectively. GAIN has identified $45 million - $55 million of fixed operating expense synergies, relative to the combined company's trailing twelve-month expenses, and expects to begin realizing theses synergies promptly after closing with full integration achieved over the ensuing 18-24 months. GAIN expects for this acquisition to become highly accretive over this time period and anticipates achieving accretive results by the fourth quarter following closing.

The transaction follows the successful acquisition and integration of GFT, which closed in September 2013, where GAIN Capital achieved approximately $40 million of run rate expense synergies. 

City Index clients will not see any immediate impact to the customer service they receive, their account administration or how they trade. All clients will receive more detailed information about the benefits the combined company can offer them, once the acquisition is completed.

Prliminary Third Quarter 2014 Results:

• Q3 revenue of $102.8 million vs $60.8 million in the prior year
• Non-GAAP EPS of $0.37 vs $0.18 in the prior year.
  

Second Quarter 2014 Financial Results:

• Net revenues was $69.7 million in this quarter, decrease of 5% from $73.1 million in the same period last year.
• Non-gaap EPS of -$0.12 vs $0.44 in prior year.

"Currency volatility fell to its lowest level in more than 10-years in the second quarter, which resulted in retail OTC revenue capture that was 30% below our trailing twelve month average.  The severe downturn in revenue capture significantly impacted the performance of our retail OTC business and offset substantial growth in our institutional and futures businesses. Despite the poor market conditions, our core operating metrics remained stable across the board, demonstrating our ability to attract and maintain customers and positioning us to benefit when market conditions revert to historical norms," said Glenn Stevens, CEO of GAIN Capital.

"We continue to make investments to grow and diversify our business both organically and through targeted acquisitions. Revenues from our commission-based businesses, which comprise our institutional sales and trading and futures business, more than doubled from a year earlier, reaching $32.4 million in the second quarter 2014 compared to $14.2 million in the prior year period.  We have closed four acquisitions in 2014 to date, bolstering our futures business with the addition of brokerages Global Asset Advisors and Top Third Ag Advisors, adding advisory services for our retail OTC business with the acquisition of Galvan Research, and acquiring all of the intellectual property powering our GTX business.  We also continue to successfully integrate the GFT business and remain on track to achieve $40 million of yearly run-rate expense savings by the fourth quarter of 2014," continued Mr. Stevens.

"Looking forward, we remain focused on growing our core operating metrics and executing on our M&A strategy, while also continuing to reduce our fixed cost base.  We are excited by several opportunities to expand our customer base through various organic growth initiatives. Our M&A pipeline remains robust and we believe there are several attractive transactions that may be executed in the near-term.  And continuing with our long-term focus on expense management, apart from synergy-related expense cuts following the 2013 acquisition of GFT, we are implementing additional cost reduction measures to further rationalize our expense base in light of challenging market conditions," Mr. Stevens concluded.

Item 1.01    Entry into a Material Definitive Agreement .

On July 10, 2014, GAIN Capital Holdings, Inc. (the "Company") and GAIN GTX Bermuda, Ltd., an indirect subsidiary of the Company ("GTX Bermuda"), entered into (i) an Asset Purchase Agreement (the "Valaquenta Agreement") with Valaquenta Intellectual Property Limited ("Valaquenta") and (ii) an Asset Purchase Agreement (the "Forexster Agreement") with Forexster Limited ("Forexster"), pursuant to which GTX Bermuda agreed to purchase from Valaquenta and Forexster the software and other intellectual property assets utilized to operate the electronic trading platform offered to customers in the Company's GTX business. Prior to the closing of the acquisitions, which took place on July 10, 2014, the Company had agreements with Valaquenta and Forexster granting it the exclusive right to use the intellectual property in the field of forex trading and non-exclusive rights to use the intellectual property for the trading of financial products in the fields of precious metals and hydrocarbons. Following the closing of the acquisition, GTX Bermuda has full rights and title over the intellectual property for the trading of currencies, commodities and all other financial instruments of any kind whatsoever.

Pursuant to the Valaquenta Agreement, GTX Bermuda paid Valaquenta $12.4 million in cash at closing. GTX Bermuda also agreed to pay Valaquenta contingent consideration in the event that GTX Bermuda or any of its affiliates in the future provide customers the ability to trade new types of financial instruments using the purchased intellectual property and the trading of such new products generates "Net Revenue" (as defined in the Valaquenta Agreement) in excess of thresholds set out in the Valaquenta Agreement. GTX Bermuda's obligations under the Valaquenta Agreement are guaranteed by the Company. Pursuant to the Forexster Agreement, the Company issued 861,935 shares of its common stock to Forexster as consideration for the acquired assets.

In connection with the closing of the acquisitions, GTX Bermuda also entered into a consulting agreement with Valaquenta and two royalty-free licenses with affiliates of Valaquenta for certain of their intellectual property rights.

Item 3.02    Unregistered Sale of Equity Securities.

The description of the Forexster Agreement set forth in Item 1.01 above is incorporated by reference into this Item 3.02. Pursuant to the terms and conditions of the Forexster Agreement, the Company issued 861,935 shares of common stock on July 10, 2014 to Forexster as consideration for the purchase of intellectual property assets from Forexster. The Company offered and sold the common stock in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

BEDMINSTER, N.J., July 10, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of June 2014.

Retail metrics

• Retail OTC trading volume of $166.1 billion, a decrease of 7.4% from May 2014 and an increase of 7.3% from June 2013.
• Average daily retail OTC trading volume of $7.9 billion, a decrease of 3.0% from May 2014 and an increase of 2.2% from June 2013.
• Active retail OTC accounts of 94,261, a decrease of 1.0% from May 2014 and an increase of 47.0% from June 2013.
  Futures contracts of 518,637, a decrease of 5.8% from May 2014 and an increase of 11.1% from June 2013.
• Average daily futures contracts of 24,697, a decrease of 1.3% from May 2014 and an increase of 11.9% from June 2013.
• Total funded accounts of 130,840, a decrease of 0.3% from May 2014 and an increase of 34.9% from June 2013.

Institutional metrics

• Total institutional trading volume of $479.9 billion, an increase of 4.8% from May 2014 and an increase of 30.7% from June 2013.
• Average daily institutional volume of $22.9 billion, an increase of 9.8% from May 2014 and an increase of 24.5% from June 2013.
• GTX trading volume of $446.1 billion, an increase of 6.0% from May 2014 and an increase of 21.5% from June 2013.
• Average daily GTX volume of $21.2 billion, an increase of 11.1% from May 2014 and an increase of 15.7% from June 2013.

BEDMINSTER, N.J., May 12, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of April 2014.

Retail metrics

• Retail OTC trading volume¹ of $174.4 billion, a decrease of 5.5% from March 2014 and an increase of 19.6% from April 2013.
• Average daily retail OTC trading volume of $7.9 billion, a decrease of 9.8% from March 2014 and an increase of 19.6% from April 2013. 
• Active retail OTC accounts² of 96,029, a decrease of 1.3% from March 2014 and an increase of 51.0% from April 2013.
• Futures contracts of 641,641, an increase of 3.3% from March 2014 and an increase of 29.2% from April 2013.
• Total funded accounts³ of 134,944, no change from March 2014 and an increase of 36.4% from April 2013.

Institutional metrics

• Total institutional trading volume⁴ of $409.1 billion, a decrease of 7.4% from March 2014 and an increase of 29.5% from April 2013.
• Average daily institutional volume of $18.6 billion, a decrease of 11.6% from March 2014 and an increase of 29.5% from April 2013.
• GTX trading volume of $369.8 billion, a decrease of 8.5% from March 2014 and an increase of 17.1% from April 2013.
• Average daily GTX volume of $16.8 billion, a decrease of 12.6% from March 2014 and an increase of 17.1% from April 2013.

First Quarter 2014 Results

• Net revenue of first quarter 2014 is $75.8 million, up 52% from $49.8 million in the same quarter last year.
• Non-Gaap EPS of first quarter 2014 is $0.08 vs $0.11 in the prior year period.

"Trading conditions in the first quarter, particularly the major currencies' narrow trading ranges, resulted in a challenging quarter for our retail OTC business, which muted our overall first quarter financial results," said Glenn Stevens, Chief Executive Officer.  "However, our operating metrics remain strong, with trading volume, active and funded accounts, client assets and futures contracts all experiencing double-digit growth over the first quarter of 2013 and strong sequential growth.  We are very pleased with our ability to continue to attract customers and provide them with world-class service, which we expect will translate into growth in our financial results when trading conditions improve," added Mr. Stevens.

"Our commission-based business, which includes our institutional and exchange-traded futures businesses, showed strong growth in the quarter and continue to drive our revenue diversification efforts.  These complementary businesses represented 39% of our overall revenue for the quarter," Mr. Stevens continued.  "The completed acquisitions of Global Asset Advisors and Top Third Ag Marketing and pending acquisition of Galvan Research will contribute to the further expansion of our commission-based revenue, and we expect these transactions to be accretive in 2014," added Mr. Stevens.

"In addition, we continue to make progress achieving our target cost synergies arising from our acquisition of GFT late last year and expect the realization of those cost savings to ramp significantly in the remaining quarters of 2014.  Moreover, we have initiated additional cost-cutting actions that we expect will further reduce our expense base in the coming quarters. With strong client engagement, successful M&A activities which deliver revenue growth and diversification and a continued focus on expense management, we are confident in our ability to deliver long-term shareholder value," concluded Mr. Stevens.

BEDMINSTER, N.J., April 22, 2014 /PRNewswire/ -- GAIN Capital announced today that its affiliate, GTX SEF LLC, has received approval for a temporary registration from the US Commodity Futures Trading Commission (CFTC) to operate a swap execution facility (SEF).

GTX SEF, LLC will provide a venue for trading that complies with the Dodd-Frank Act. Customers will be able to trade non-deliverable forwards ("NDFs") that are required to be traded on a SEF and will be subject to mandatory clearing at some time in the future. GTX SEF intends to expand its product offering in the future to coincide with the mandatory clearing deadlines established by the CFTC. Additionally, customers will be able to trade FX spot, forwards, options and precious metals through GTX SEF's affiliate, Gain GTX, LLC, a registered swap dealer.

"GTX is seeing significant market share expansion as more and more institutions realize the value of our balanced portfolio of liquidity, quality executions, real-time data analytics and talented professionals," said Glenn Stevens, CEO of Gain Capital.  "With the approval of our SEF, we are now able to provide clients with regulatory certainty, choice and flexibility in their method of execution within the new market structure created by Dodd-Frank.  We believe our innovative technology will become the backbone of a leading SEF model in FX trading."

BEDMINSTER, N.J., April 10, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of March 2014.

Retail metrics

• Retail OTC trading volume[1] of $184.6 billion, an increase of 9.0% from February 2014 and an increase of 31.1% from March 2013.
• Average daily retail OTC trading volume of $8.8 billion, an increase of 3.9% from February 2014 and an increase of 31.1% from March 2013. 
• Active retail OTC accounts[2] of 98,614, no change from February 2014 and an increase of 57.5% from March 2013.
• Futures Daily Average Revenue Trades[3] (DARTs) of 23,884 an increase of 40.0% from February 2014 and an increase of 78.2% from March 2013.
• Total funded accounts[4] of 138,307, an increase of 4.0% from February 2014 and an increase of 38.3% from March 2013.

Institutional metrics

• Total institutional trading volume[5] of $441.7 billion, an increase of 7.0% from February 2014 and an increase of 63.9% from March 2013.
• Average daily institutional volume of $21.0 billion, an increase of 1.9% from February 2014 and an increase of 63.9% from March 2013.
• GTX trading volume of $404.2 billion, an increase of 9.0% from February 2014 and an increase of 50.0% from March 2013.
• Average daily GTX volume of $19.2 billion, an increase of 3.8% from February 2014 and an increase of 50.0% from March 2013.

LONDON, NEW YORK and SYDNEY, April 7, 2014 /PRNewswire/ --

GAIN Capital Holdings, Inc. (NYSE: GCAP), a global provider of online trading services, today announced the acquisition of Galvan Research, the UK's leading Contract For Difference (CFD) advisory business.  

Founded in 2004 by Andrew Gibson, Jonathan Pinkney and James Pinkney, Galvan Research provides individual investors with professional advice and trading recommendations across a wide range of markets, including FX, individual equities, equity indices and other market sectors. Galvan Research was voted Best Equity Derivatives Advisor eight times by the readers of Shares magazine (2005-2009, 2011-2013) and has earned six consecutive wins as Best CFD Advisor at the Money AM Awards (2008-2013). Galvan is authorized and regulated by the U.K. Financial Conduct Authority.

"Galvan Research gives us a solid foundation on which to build a comprehensive advisory service for our clients," said Glenn Stevens, Chief Executive Officer of GAIN Capital. "This transaction is an important step in enhancing our research and advisory capabilities in support of our recently expanded FX & CFD offering, which now covers 12,500 financial products.  We are committed to delivering value-added services to help our clients make informed trading decisions, and high quality trading ideas and advice are a core part of this strategy."

Andrew Gibson, founder and CEO of Galvan Research, added: "We are delighted to be joining GAIN Capital and look forward to taking advantage of the opportunities associated with being part of a respected company with a global reach. Over the last ten years we have built an award-winning UK business that we are proud of, and we are excited now to be able to extend our service to GAIN's customer base, as well as have the considerable resources of GAIN behind us as we look to broaden our coverage of financial markets and expand into new geographies."

Financial terms of the transaction were not disclosed.

Galvan Research will continue to operate as a separate brand, and its current management team will remain in place.  

The transaction is expected to close in the second quarter, subject to regulatory approval and customary closing conditions. GAIN anticipates the transaction to be immediately accretive to its 2014 financial results. 

BEDMINSTER, N.J., NEW YORK and CHICAGO, March 12, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP), a global provider of online trading services, today announced it will expand its futures business through majority investments in both Global Asset Advisors, LLC ("GAA") and Top Third Ag Marketing LLC ("Top Third"). 

The Chicago-based Global Asset Advisors operates Daniels Trading, an independent futures brokerage firm founded in 1995 by futures industry veteran Andy Daniels.  The acquisition extends a longstanding commercial relationship between GAIN Capital and GAA; Daniels Trading is currently the largest introducing broker to GAIN Capital's futures business.  Founded by Mark Gold in 2006, Top Third helps clients use options-based hedging strategies to manage the risks of producing agricultural products.

"Today's announcement marks the latest in a series of measured steps we are taking to expand our presence in the futures industry and to diversify our revenue through the growth of our commission businesses," said GAIN Capital CEO Glenn Stevens.  "Our ownership stake in GAA provides us with a full service retail futures offering via Daniels Trading and our ownership stake in Top Third allows us to address an entirely new segment of customers."  We see significant business synergy and cross-sell opportunities between GAA and our existing futures business, as well as our retail OTC business, FOREX.com."

"We are excited to be partnering with GAIN," said Andy Daniels, CEO of GAA.  "They have been very successful in building a global online retail trading business, offering customers industry-leading standards of service.  Together, we believe we have an excellent opportunity to do the same for the retail futures industry.  At the same time, the ownership structure allows us to continue to support our existing customers and partners as we have done for the last two decades."

The transactions will involve the purchase of 55% percent of the outstanding shares of GAA and Top Third from their major shareholders.  GAIN Capital has call options to acquire the remaining 45% of each company.

GAA and Top Third will continue to operate as separate brands, and their respective management teams will remain in place.  

The transactions are expected to close within 30 days, subject to customary closing conditions.  GAIN anticipates the transaction to be immediately accretive to its 2014 financial results. 

GAA and Top Third were advised by Chartwell Capital Solutions.

BEDMINSTER, N.J., March 10, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of February 2014.

Retail metrics

• Retail OTC trading volume[1] of $169.3 billion, a decrease of 20.3% from January 2014 and an increase of 17.9% from February 2013.
• Average daily retail OTC trading volume of $8.5 billion, a decrease of 12.4% from January 2014 and an increase of 17.9% from February 2013. 
• Active retail OTC accounts[2] of 98,955, virtually unchanged from January 2014 and an increase of 62.3% from February 2013.
• Futures Daily Average Revenue Trades[3] (DARTs) 17,065, an increase of 11.7% from January 2014 and an increase of 15.8% from February 2013.
• Total funded accounts[4] of 133,044, virtually unchanged from January 2014 and an increase of 54.9% from February 2013.

Institutional metrics

• Total institutional trading volume[5] of $412.7 billion, a decrease of 16.4% from January 2014 and an increase of 34.9% from February 2013.
• Average daily institutional volume of $20.6 billion, a decrease of 8.1% from January 2014 and an increase of 34.9% from February 2013.
• GTX trading volume[6] of $370.8 billion, a decrease of 15.2% from January 2014 and an increase of 21.2% from February 2013.
• Average daily GTX volume of $18.5 billion, a decrease of 6.7% from January 2014 and an increase of 21.2% from February 2013.

Fourth Quarter 2013 Results

• Net revenue of $83.0 million, up 156% from $32.4 million
• Adjusted net income* of $5.5 million, or $0.13 per diluted share, compared to an adjusted net loss of $3.8 million, or $0.11 per diluted share

"2013 was a transformational year for GAIN, thanks to our acquisition of GFT and the successful execution of organic growth initiatives. The GFT acquisition gave our retail OTC business increased scale, and a broader client base and product offering, while expanding our global presence. We also executed on our revenue diversification strategy through the growth of our commission business, driven by an almost three-fold increase in revenue from our institutional business," said Glenn Stevens, Chief Executive Officer of GAIN Capital.

"In 2014, we will continue to integrate GFT and we are on track to reduce our combined expense base by $35-$45 million, compared to the two companies' total pre-acquisition expenses, by the fourth quarter of the year. We also continue to invest in organic growth, especially in our commission-based businesses. To sum up, we believe our greater scale, broader client, product and geographical mix coupled with organic growth initiatives position us for continued growth in 2014," Mr. Stevens concluded.

BEDMINSTER, N.J., Feb. 10, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of January 2014.

Retail metrics

• Retail OTC trading volume¹ of $212.5 billion, an increase of 38.4% from December 2013 and an increase of 44.0% from January 2013.
  
  
• Average daily retail OTC trading volume of $9.7 billion, an increase of 32.2% from December 2013 and an increase of 50.6% from January 2013.
  
  
• Active retail OTC accounts² of 98,825, virtually unchanged from December 2013 and an increase of 62.6% from January 2013.
  
  
• Futures Daily Average Revenue Trades³ (DARTs) of 15,279, an increase of 7.7% from December 2013 and an increase of 29.7% from January 2013.
  
  
• Total funded accounts⁴  changed from 133,464 to 133,295. M-o-M growth changed from "virtually unchanged" to 0.2% and Y-o-Y growth changed from 56.0% to 55.8%.

Institutional metrics

• Total institutional trading volume⁵ of $494.0 billion, an increase of 28.5% from December 2013 and an increase of 57.1% from January 2013.
  
  
• Average daily institutional volume of $22.5 billion an increase of 22.7% from December 2013 and an increase of 64.2% from January 2013.

BEDMINSTER, N.J., Jan. 10, 2014 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of December 2013.

Retail metrics

• Retail OTC trading volume[1] of $153.5 billion, a decrease of 8.8% from November 2013, and an increase of 64.0% from December 2012.
• Average daily retail OTC trading volume of $7.3 billion, a decrease of 8.8% from November 2013 and an increase of 64.0% from December 2012.
• Active retail OTC accounts[2] of 98,696, a decrease of 3.7% from November 2013, and an increase of 63.9% from December 2012.
• Futures Daily Average Revenue Trades[3] (DARTs) of 14,183, a decrease of 5.8% from November 2013, and an increase of 18.5% from December 2012.

Total funded accounts[4] of 133,056, virtually unchanged from November 2013 and an increase of 56.4% from December 2012

Institutional metrics

• Total institutional trading volume[5] of $384.4 billion, a decrease of 10.3% from November 2013, and an increase of 97.7% from December 2012.
• Average daily institutional volume of $18.3 billion, a decrease of 10.3% from November 2013 and an increase of 97.7% from December 2012.

BEDMINSTER, N.J., Dec. 10, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of November 2013.

Retail metrics

• Retail OTC trading volume[1] of $168.3 billion a decrease of 9.6% from October 2013 and an increase of 59.3% from November 2012.
• Average daily retail OTC trading volume of $8.0 billion, a decrease of 1.0% from October 2013 and an increase of 66.9% from November 2012. 
• Active retail OTC accounts[2] of 102,520 a decrease of 2.7% from October 2013 and an increase of 74.4% from November 2012.
• Futures Daily Average Revenue Trades[3] (DARTs) 15,055 a decrease of 4.9% from October 2013 and an increase of 10.8% from November 2012.
• Total funded accounts[4] of 133,096, an increase of 0.5% from October 2013 and an increase of 63.3% from November 2012.

Institutional metrics

• Total institutional trading volume[5] of $428.6 billion, an increase of 47.3% from October 2013 and an increase of 153.5% from November 2012.
• Average daily institutional volume of $20.4 billion an increase of 61.3% from October 2013 and an increase of 165.6% from October 2012.

BEDMINSTER, N.J., Nov. 22, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) announced today the pricing of its upsized offering of $70 million aggregate principal amount of Convertible Senior Notes due 2018 (the "notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act").  GAIN Capital also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $10 million aggregate principal amount of notes solely to cover over-allotments.  The sale of the notes is expected to close on November 27, 2013, subject to customary closing conditions.

GAIN Capital expects that the net proceeds from this offering will be approximately $67.5 million, after deducting discounts to the initial purchasers and estimated offering expenses payable by GAIN Capital.  GAIN Capital intends to use the net proceeds of the offering to repay $33.2 million principal amount of outstanding indebtedness, which will be repaid at a $2.0 million discount, to repurchase 612,430 shares of common stock at an aggregate purchase price of $5.4 million pursuant to its previously announced share repurchase program, and for general corporate purposes, which may include strategic acquisitions.  Of the 612,430 shares of common stock so repurchased, 50,000 shares were repurchased in open market transactions executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, and 562,430 shares were repurchased after regular trading hours from purchasers of the notes in privately negotiated transactions.

Jefferies LLC and Keefe, Bruyette & Woods, a Stifel Company, acted as joint book-running managers of the offering.

The notes will be unsecured, senior obligations of GAIN Capital, and will bear interest at a fixed rate of 4.125% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2014.  The notes will be convertible at any time prior to the close of business on the business day immediately preceding June 1, 2018 only upon the occurrence of specified events; thereafter, until the close of business on the business day immediately preceding the maturity date of December 1, 2018, the notes will be convertible at any time.  Conversions of the notes will be settled by the delivery and/or payment of GAIN Capital common stock, cash, or a combination thereof, at GAIN Capital's election (subject to certain limitations).  The conversion rate will initially be 83.3333 shares of GAIN Capital's common stock per $1,000 principal amount of the notes (equivalent to an initial conversion price of approximately $12.00 per share of common stock).  The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest, except in limited circumstances. 

If GAIN Capital undergoes a fundamental change (as defined in the indenture governing the notes), holders may require GAIN Capital to repurchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.  In addition, if a make-whole fundamental change (as defined in the indenture governing the notes) occurs, GAIN Capital may be required in certain circumstances to increase the conversion rate for any notes converted in connection with such make-whole fundamental change by a specified number of shares of its common stock.

BEDMINSTER, N.J., Nov. 20, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) today announced its intention to offer, subject to market conditions and other factors, $65 million aggregate principal amount of its convertible senior notes due 2018 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act").  GAIN Capital also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $10 million aggregate principal amount of the notes to cover overallotments, if any.

The notes will be unsecured, senior obligations of GAIN Capital, and interest will be payable semi-annually.  The notes will be convertible at any time prior to the close of business on the business day immediately preceding June 1, 2018 only upon the occurrence of specified events; thereafter, until the close of business on the business day immediately preceding the maturity date of December 1, 2018, the notes will be convertible at any time.  Conversions of the notes will be settled by the delivery and/or payment of GAIN Capital common stock, cash, or a combination thereof, at GAIN Capital's election (subject to certain limitations).  Final terms of the notes, including the interest rate, initial conversion rate and other terms, will be determined by negotiations between GAIN Capital and the initial purchasers of the notes.  GAIN Capital intends to use the net proceeds of the offering to repay outstanding indebtedness and for general corporate purposes, which may include strategic acquisitions.

Jefferies LLC and Keefe, Bruyette & Woods, a Stifel Company, are acting as initial purchasers of the notes.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.  Any offer of the securities will be made only by means of a private offering memorandum.  The notes and the shares of common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

BEDMINSTER, N.J., Nov. 11, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of October 2013.

Retail metrics

• Retail OTC trading volume^[1] of $186.2 billion, an increase of 43.3% from September 2013 and an increase of 87.1% from October 2012.
• Average daily retail OTC trading volume of $8.1 billion, an increase of 30.6% from September 2013 and an increase of 88.4% from October 2012. 
• Active retail OTC accounts^[2] of 105,311, a decrease of 0.2% from September 2013 and an increase of 78.9% from October 2012.
• Futures Daily Average Revenue Trades^[3] (DARTs) of 15,834, an increase of 39.5% from September 2013 and an increase of 22.7% from October 2012.
• Total funded accounts^[4] of 132,386, an increase of 1.0% from September 2013 and an increase of 61.0% from October 2012.

Institutional metrics

• Total institutional trading volume^[5] of $291.0 billion, an increase of 4.3% from September 2013 and an increase of 66.4% from October 2012.
• Average daily institutional volume of $12.7 billion, a decrease of 4.5% from September 2013 and an increase of 67.1% from October 2012.

Third Quarter 2013 Results

• Net revenue of $60.6 million, up 52% from $40.0 million
• Adjusted net income of $5.1 million, or $0.13 per diluted share, up 42% from $3.4 million, or $0.09 per diluted share

"This was another strong quarter for GAIN. Our results demonstrate the success of GAIN's organic and acquisition growth strategies. Retail OTC trading revenue increased 48%, benefiting from an expanded array of products and improved market conditions. In our commission business, revenue rose 133%, and accounted for 21% of total net revenues, thanks to the double-digit growth of our GTX institutional platform and the acquisition of our futures business in late 3Q12. Profitability significantly outpaced revenue growth, despite year-to-date restructuring and acquisition-related expenses of $1.8 million, demonstrating the operating leverage inherent in our business," said Glenn Stevens, CEO of GAIN Capital.

"We believe GFT is a transformational acquisition for GAIN. It provides substantial scale, new partnerships in OTC trading, significantly expands our non-forex product offerings, and broadens the customer base for our GTX platform. Additionally, GFT deepens our global footprint, with an increased presence in key European, Middle Eastern and Asian markets. Integration is well underway, and we remain on track to achieve $35 million to $45 million of expected expense synergies over the next 12 months," Mr. Stevens concluded.

BEDMINSTER, N.J., Oct. 10, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of September 2013. These metrics include 7 days of operations of Global Futures & Forex Ltd (GFT), which was acquired by GAIN Capital on September 24, 2013.

Retail Metrics

• Retail OTC trading volume of $129.9 billion, an increase of 5.5% from August 2013 and an increase of 45.0% from September 2012.
• Average daily retail OTC trading volume of $6.2 billion, an increase of 10.5% from August 2013 and an increase of 38.0% from September 2012. 
• Active retail OTC accounts of 105,536, an increase of 61.6% from August 2013 and an increase of 78.4% from September 2012.
• Futures Daily Average Revenue Trades (DARTs) of 11,354, a decrease of 17.6% from August 2013 and a decrease of 8.1% from September 2012.
• Total funded accounts of 131,068, an increase of 38.9% from August 2013 and an increase of 59.0% from September 2012.
  

Institutional metrics

• Total institutional trading volume of $278.9 billion, an increase of 3.1% from August 2013 and an increase of 51.6% from September 2012.
• Average daily institutional volume of $13.3 billion, an increase of 8.1% from August 2013 and an increase of 36.6% from September 2012.
  

BEDMINSTER, N.J., Sept. 24, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) (the "Company" or "GAIN Capital") today announced it has completed the acquisition of Global Futures & Forex, LTD ("GFT").

"The acquisition of GFT will yield numerous benefits for our clients, partners and shareholders," said Glenn Stevens, Chief Executive Officer of GAIN Capital. "The combined company boasts a deeper global footprint, a robust offering of more than 12,500 financial products, and industry-leading trading technology. We intend to use GFT's broad product offering, innovative tools and educational capabilities to further strengthen our competitive position, while realizing significant synergies from combining the best of both organizations," continued Mr. Stevens. "This transaction is an important strategic step in solidifying our leadership position in the industry." 

Pro forma¹ first half 2013 financials include:

• Revenue of $190.0 million (GAIN Capital: $122.8 million; GFT: $67.2 million)
• Pro forma¹ trading volume through June 30, 2013 of $3.6 trillion (GAIN Capital: $2.8 trillion;
  GFT: $0.8 trillion)
  • Retail OTC: $1.3 trillion (GAIN Capital: $899.1 billion; GFT: $391.3 billion)
  • Institutional: $2.3 trillion (GAIN Capital: $1.9 trillion; GFT: $0.4 trillion)
• Pro forma¹ client assets as of June 30, 2013 of $683.8 million (GAIN Capital: $475.6 million;
  GFT: $208.2 million)

Highlights of the acquisition include:

• Operating synergies of $35 million - $45 million in the first full year following closing
• Acquisition expected to be accretive to fourth quarter 2013 earnings

Under the terms of the transaction, the purchase price is comprised of $40 million in cash, approximately 3.6 million shares of GAIN Capital stock and an approximately $33 million 5-year seller note.  GAIN received approximately $73 million of GFT cash at closing.

GFT clients should expect a smooth transition.  GAIN Capital will provide frequent communication as information about enhancements to service and opportunities to access new and updated features becomes available.

BEDMINSTER, N.J., Sept. 17, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of August 2013.

Retail metrics

• Retail OTC trading volume[1] of $123.2 billion, a decrease of 13.1% from July 2013 and an increase of 30.9% from August 2012.
• Average daily retail OTC trading volume of $5.6 billion, a decrease of 9.1% from July 2013 and an increase of 36.8% from August 2012. 
• Active retail OTC accounts[2] of 65,289, an increase of 0.8% from July 2013 and an increase of 8.4% from August 2012.
• Futures Daily Average Revenue Trades[3] (DARTs) of 13,787, an increase of 12.4% from July 2013.
• Total funded accounts[4] of 94,378 a decrease of 0.7% from July 2013 and an increase of 13.5% from August 2012.
• Total retail customer assets[5] of $485.9 million, an increase of 5.3% from July 2013 and an increase of 12.0% from August 2012.

Institutional metrics

• Total institutional trading volume[6] of $270.4 billion, a decrease of 23.2% from July 2013 and an increase of 66.4% from August 2012.
• Average daily institutional volume of $12.3 billion, a decrease of 19.7% from July 2013 and an increase of 45.4% from August 2012

NEW YORK, LONDON, and SINGAPORE, Sept. 16, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP), a global provider of online trading services, today announced the appointment of Jason Emerson as its Chief Financial Officer (CFO), effective October 1, 2013.

"Jason is an accomplished executive who brings the right mix of strategic insight, industry experience, and financial acumen to the CFO position," said Glenn Stevens, CEO of GAIN Capital.  "I am confident Jason will be an excellent addition to GAIN's leadership team."

Mr. Emerson was most recently Managing Director and Business Manager of KCG Holding's Global Execution Services division, responsible for all financial and operational aspects of the business. Previously, he served as KCG's Director of Financial Operations.  Prior to KCG, Mr. Emerson held financial and operational positions at Instinet, Merrill Lynch and PricewaterhouseCoopers.

"I am pleased to be joining GAIN, an innovative company with a reputation for delivering best-in-class trading solutions," said Mr. Emerson. "I look forward to working closely with the rest of the executive team to help drive GAIN's future growth and expansion."

GAIN's interim CFO, Daryl Carlough, will be leaving the company to pursue other opportunities.  "We thank Daryl for his contributions to GAIN, and wish him well in his future endeavors," added Mr. Stevens.

FT. LAUDERDALE, Fla.--(BUSINESS WIRE)--TradeKing Group Inc., an innovator in the online brokerage industry, announced today it has received approval from FINRA to acquire the assets of GAIN Securities, Inc., a subsidiary of GAIN Capital Holdings, Inc. (NYSE: GCAP). With the regulatory agency’s approval now secured, TradeKing anticipates it will have the GAIN Securities clients fully transitioned to its brokerage firm by early October.

“We’re delighted to have secured FINRA approval and now can begin the process of delivering on what we’ve promised the GAIN Securities clients – an outstanding brokerage experience at a tremendous value,” said TradeKing Group CEO Don Montanaro. “There are a number of features in our offering, including a vast array of trading tools and top-notch mobile apps, that will represent a significant improvement for these clients, so we’re eager to make those features and more available to them.”

TradeKing first announced its agreement to acquire the accounts as well as the rights to certain other assets of GAIN Securities in July 2013. Exact financial terms of the all-cash acquisition were not disclosed.

“The professionals at GAIN Securities have been terrific partners in this process, making every effort to ensure a smooth and easy transition for clients,” said David Dusseault, TradeKing’s Vice President of Client Services and Brokerage Operations. “We are all committed to providing the very best experience for these clients with the goal of exceeding their expectations every step of the way.”

NEW YORK, Sept. 11, 2013 /PRNewswire/ -- FOREX.com, the retail division of GAIN Capital Holdings, Inc. (NYSE: GCAP), announced today that it is partnering with tradable in order to deliver the first open trading platform for forex traders to its clients.  The tradable platform is now available in the United States exclusively to FOREX.com clients and will soon be extended to FOREX.com clients globally with a broader product offering including CFD's.

Voted the most innovative financial product at the ForexMagnates Summit in London 2012, tradable allows traders to create a completely customized online trading platform using third party developed apps.  From tradable's appstore, traders choose from apps designed for social trading, charting, market data and more.

"We are excited to be the first broker to bring tradable to forex traders in the US," said Muhammad Rasoul, Chief Product Officer, GAIN Capital. "Consistent with our pledge to deliver innovative tools to our customers, tradable is a groundbreaking platform that challenges the status quo about what people should expect from their trading interface."

"FOREX.com is an important partner for tradable," said Jannick Malling, Co-founder & CEO of tradable. "With their strong brand and global reach, FOREX.com's support for tradable will help push the industry into a new era that is more open and collaborative, giving traders an unprecedented personalized trading experience."

BEDMINSTER, N.J., Aug. 16, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of July 2013.

Retail metrics

• Retail OTC trading volume¹ of $141.7 billion, a decrease of 8.5% from June 2013 and an increase of 49.2% from July 2012.
• Average daily retail OTC trading volume of $6.2 billion, a decrease of 20.4% from June 2013 and an increase of 44.7% from July 2012. 
• Active retail OTC accounts² of 64,793, an increase of 1.0% from June 2013 and an increase of 5.6% from July 2012.
• Futures Daily Average Revenue Trades³ (DARTs) of 12,266, a decrease of 19.1% from June 2013.
• Total funded accounts⁴ of 95,046, a decrease of 2.0% from June 2013 and an increase of 26.8% from July 2012.
• Total retail customer assets⁵ of $461.3 million, a decrease of 3.3% from June 2013 and an increase of 43.8% from July 2012.

Institutional metrics

• Total institutional trading volume⁶ of $352.0 billion, a decrease of 4.2% from June 2013 and an increase of 124.1% from July 2012.
• Average daily institutional volume of $15.3 billion, a decrease of 16.7% from June 2013 and an increase of 92.5% from July 2012.

Second Quarter 2013 Results

• Record net revenue of $73.0 million, compared with $45.7 million
• Net income of $17.2 million, or $0.44 per diluted share, compared with $4.4 million, or $0.11 per diluted share

"GAIN Capital's strong results in the second quarter of 2013 demonstrate the significant operating leverage inherent in our business model. Amid more favorable market conditions, net revenues increased 59.7%, while EBITDA rose threefold; EBITDA margin reached 36.8%," said Glenn Stevens, CEO of GAIN Capital. "Our commission-based businesses generated $14.2 million of net revenue, and represented 19.5% of the total net revenues, compared with just 9.4% of total net revenues in the second quarter of last year. This demonstrates our continued success in augmenting GAIN's core retail OTC trading business with fee-based revenue derived from our growing institutional and futures businesses."

"We posted another quarter of positive results across all of our key operating metrics, ending the quarter with higher trading activity in our retail and institutional businesses, as well as a record level of client assets. Looking ahead to the remainder of the year, each of our business areas are well positioned to benefit from a continued improvement in market conditions," Mr. Stevens concluded.

FT. LAUDERDALE, Fla.--(BUSINESS WIRE)--TradeKing Group, Inc., an innovator in the online brokerage industry, announced today it has reached an agreement with GAIN Capital Securities Inc. to acquire the accounts as well as the rights to certain other assets of the Cleveland-based boutique brokerage, which is a subsidiary of GAIN Capital Holdings, Inc. (NYSE: GCAP). Exact financial terms of the all-cash acquisition were not disclosed.

The GAIN Securities agreement comes just months after TradeKing’s merger with online broker-dealer Zecco, the integration of which created a compelling alternative to the “mega” brokers. TradeKing and GAIN Securities share the same clearing partner, ensuring a smooth and straightforward transition.

“We see an opportunity in today’s environment to bring greater stability to the independent investor market through this type of consolidation, while offering clients a modern and standout online and self-directed brokerage experience,” said Don Montanaro, CEO of TradeKing Group. “We really can’t wait to show the GAIN Securities clients all that TradeKing has to offer in terms of trading tools and platform as well as our award-winning service – all for a value we know they’ll appreciate.”

Commenting on the agreement, Glenn Stevens, CEO of GAIN Capital said, “We sought to transition the GAIN Securities clients to a firm that shared our commitment to personalized service, innovation and building client trust. As TradeKing’s forex provider, we’re already very familiar with the TradeKing team and offering and knew they would be the ideal firm to deliver on that commitment. Our clients will be in good hands with TradeKing.”

TradeKing and GAIN Securities have filed the acquisition agreement for approval with FINRA and anticipate a smooth approval process, which could conclude within 30-60 days.

“I’m excited about the benefits our clients will see in transitioning to the TradeKing platform,” said Sherry Lavin, President of GAIN Securities. “It will mean access to more advanced trading tools and investor education resources, more options trading capabilities, and top-notch mobile apps. This is a win for GAIN Securities clients.”

Added David Dusseault, TradeKing’s Vice President of Client Services and Brokerage Operations and the executive leading the acquisition process for TradeKing: “GAIN Securities is an organization that always puts its clients first. We look forward to working closely with Sherry and her team to meet and exceed the expectations of GAIN’s brokerage clients.”

BEDMINSTER, N.J., July 16, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of June 2013.

Retail metrics

• Retail OTC trading volume¹ of $154.8 billion, a decrease of 4.1% from May 2013 and an increase of 55.6% from June 2012.
• Average daily retail OTC trading volume of $7.7 billion, an increase of 10.3% from May 2013 and an increase of 63.4% from June 2012. 
• Active retail OTC accounts² of 64,144, an increase of 0.2% from May 2013 and an increase of 3.9% from June 2012.
• Futures Daily Average Revenue Trades³ (DARTs) of 15,167, an increase of 13.8% from May 2013.
• Total funded accounts⁴ of 96,977, a decrease of 3.7 % from May 2013 and an increase of 30.0% from June 2012.
• Total retail customer assets⁵ of $475.6 million, an increase of 1.9% from May 2013 and an increase of 48.5% from June 2012.

Institutional metrics

• Total institutional trading volume⁶ of $367.2 billion, a decrease of 4.1% from May 2013 and an increase of 172.5% from June 2012.
• Average daily institutional volume of $18.4 billion, an increase of 10.3% from May 2013 and an increase of 137.2% from June 2012.

BEDMINSTER, N.J., June 17, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN" or "the Company") today reported certain operating metrics for the month of May 2013.

Retail metrics

• Retail OTC trading volume[1] of $161.5 billion, an increase of 10.7% from April 2013 and an increase of 28.6% from May 2012.
• Average daily retail OTC trading volume of $7.0 billion, an increase of 5.9% from April 2013 and an increase of 28.6% from May 2012. 
• Active retail OTC accounts[2] of 64,028, an increase of 0.7% from April 2013 and an increase of 3.9% from May 2012.
• Futures Daily Average Revenue Trades[3] (DARTs) of 13,236, a 9.8% decrease from April 2013.
• Total funded accounts[4] of 100,671, an increase of 1.7% from April 2013 and an increase of 35.2% from May 2012.
• Total retail customer assets[5] of $466.9 million, an increase of 2.2% from April 2013 and an increase of 55.4% from May 2012.

Institutional metrics

• Total institutional trading volume[6] of $382.7 billion, an increase of 21.2% from April 2013 and an increase of 152.6% from May 2012.
• Average daily institutional volume of $16.6 billion, an increase of 15.9% from April 2013 and an increase of 184.0% from May 2012.

On June 6, 2013, the GeoTeam published an exclusive article on GCAP.

We believe an information arbitrage opportunity exists with Gain Capital Holdings (NYSE:GCAP) and that GCAP’s stock price could soon more than double from its current prices.  Attentive investors have an opportunity to buy shares on the cheap, as more conservative investors wait for the official closing of an acquisition that will more than double the size of the company.  Downside risk seems limited because of the fact that a competitor offered to buy the company for around $5.35 before GCAP announced that it had entered into an agreement to consummate a transformative acquisition.  The board promptly rejected this offer. We have coded GCAP as our next GeoBargain.

Please see our entire article here. http://blog.geoinvesting.com/?p=6178

To be among the first to receive alerts like this, subscribe to our premium service!

Alert Sent to Members on 4/25/2013

We are digesting the news from GAIN Capital Holdings, Inc. (GCAP)  from this morning.  The company announced that it has rejected a takeover bid, made an acquisition, and reported earnings all in one release.  The acquisition looks like it will increase revenue rate from $180 million to $329 million and EBITDA from $32 million to $77 million.  GCAP believes that the acquisition will be immediately accretive.  The first quarter 2013 preliminary results beat analyst estimates.

Alert sent to members on 5/8/2013

Gain Capital Holdings (NYSE:GCAP) shares have been weak despite recent positive news regarding an accretive acquisition on 4/25/2013.  We believe shares have fallen due to the possibility that some investors who bought the stock unloaded positions when the offer of $5.40 was taken off the table. The fundamentals of the company look very compelling.  The recent acquisition would double the size of a company that already seems undervalued.  We are coding GCAP as a GeoBargain on the radar at $4.75.  We will continue to perform more due diligence in this name.

Alert sent to members on 5/15/2013

In our May 8, 2013 email, we mentioned that we were coding Gain Capital Holdings (NYSE:GCAP) as a GeoBargain on the Radar at $4.75.  We mentioned that shares of GCAP have been weak despite recent positive news regarding an accretive acquisition on 4/25/2013.  Also, a company director bought over 13,000 shares during the stock's recent pullback at an average price of $4.98.  We have added, and will continue to add, to our position.

To be among the first to receive alerts like this, subscribe to our premium service!

BEDMINSTER, N.J., May 16, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) ("the Company"), a leading global provider of online trading services, today reported operating activity for the month of April 2013.

Retail metrics

• Retail OTC trading volume^[1] of $145.8 billion, an increase of 3.6% from March 2013 and an increase of 25.9% from April 2012.
• Average daily retail OTC trading volume was $6.6 billion, a decrease of 1.5% from March 2013 and an increase of 20% from April 2012.
• Active retail OTC accounts^[2] totaled 63,609, an increase of 1.6% from March 2013 and an increase of 2.8% from April 2012.
• Futures Daily Average Revenue Trades^[3] (DARTs) were 14,773, an increase of 10.2% from March 2013.
• Total funded accounts^[4] were 98,959, a decrease of 1.1% from March 2013 and an increase of 33.7% from April 2012.
• Total retail customer assets^[5] were $457.0 million, representing levels consistent with March 2013 and an increase of 37.5% from April 2012.

Institutional metrics

• Total institutional trading volume^[6] was $315.8 billion, an increase of 17.2% from March 2013 and an increase of 103.0% from April 2012.
• Average daily institutional volume was $14.4 billion, an increase of 12.5% from March 2013 and an increase of 94.6% from April 2012.

Management Comment

"We are pleased to report that our positive momentum continued in April, with sequential and year-on-year volume growth across all our business lines, as improving market conditions helped boost client engagement," said Glenn Stevens , CEO of GAIN Capital. "These factors, combined with our pending acquisition of GFT, which is on track to close in the third quarter, put us in a strong position to capitalize on more favorable market conditions."

First Quarter 2013 Financial Results

• Net revenue for the first quarter of 2013 was $49.8 million, a 50% increase from the prior year quarter.
• Net income for the quarter was $4.3 million, or $0.11 per diluted share, compared with a net loss of $1.3 million, or $0.04 per diluted share, a year earlier.

"I am pleased to report strong results for the first quarter, with a 50% increase in net revenue and EBITDA rising to $7.5 million from$1.3 million, as all of our core business areas posted significant growth amid improved market conditions," said Glenn Stevens, CEO of GAIN Capital. "At the same time, we accelerated the diversification of our net revenue, with commission-based businesses representing 22% of net revenue in the first quarter, compared with 11% in the first quarter of 2012."

"We also reported positive trends in key operating metrics, with client assets rising 40% to a record $456.9 million and funded accounts growing 36% to 100,020, thanks to a mix of acquisitions and organic growth. This was accomplished while managing costs in order to achieve significant operating leverage."

"Our positive momentum continued in April, which saw retail and institutional volumes increase 26% and 103% on a year-over-year basis, while futures DARTs rose 10% from March 2013. With superior product offerings in our retail, institutional and futures businesses, GAIN has been able to capitalize on improved market conditions across its expanding global operations," Mr. Stevens said.

On April 25, 2013, GAIN Capital announced that it had signed a definitive agreement to acquire Global Futures & Forex, LTD (GFT), a global provider of retail forex and derivatives trading.

"GAIN's pending acquisition of GFT is a transformational transaction, significantly increasing our scale and capacity to generate both revenue and EBITDA, while adding a range of complementary businesses. Following our acquisition of GFT's U.S. assets in December, we are well prepared to swiftly integrate the two businesses following the close of the transaction, capitalizing on synergies while ensuring continuity for clients," Mr. Stevens said.

"Looking ahead to the rest of the year, we see meaningful opportunities to continue our growth. With the scale, diversity of products and revenue sources and significant operating cost synergies provided by the GFT acquisition, as well as the continued strong execution of our organic growth plan, we are well-positioned to take advantage of any continued improvement in market conditions in 2013 and beyond," Mr. Stevens concluded.

GAIN Capital Holdings, Inc. (NYSE: GCAP, "the Company") today announced that it has signed a definitive agreement to acquire Global Futures & Forex, LTD (GFT), a global provider of retail forex and derivatives trading with offices in London, Singapore, Tokyo, Sydney and Grand Rapids, Michigan. The purchase price is approximately $107.8 million which, including $80 million of GFT cash at closing, results in a net purchase price of $27.8 million. The purchase price will be paid with $40 million in cash, a five-year $40 million seller note and the issuance of approximately 4.9 million shares of GAIN common stock.  Both companies will initially retain their separate brand identities, while benefitting from significant synergies and capabilities across their complementary businesses. The transaction is expected to close in the third quarter of 2013, subject to regulatory approvals and customary closing conditions.

Founded in 1997, GFT offers forex, CFDs, spread betting, binaries and FX options primarily through its proprietary, award-winning Dealbook^® platform.  GFT has built an extensive network of partners throughout the world that accounted for over 75% of GFT's retail trading volume in 2012. This strong partner business complements GAIN's market-leading retail brand, FOREX.com, and the combined company will source approximately 52% of its retail volume from partners, with the remaining 48% coming from direct retail clients. In addition, GFT's growing Sales Trader business, which accounted for approximately 40% of GFT's total trading volume in 2012, fits well with GAIN's institutional execution desk, providing a substantial opportunity to expand the Company's institutional business.

The transaction is expected to be accretive in the first full quarter after closing, and first year operating synergies are estimated at $35-$45 million. The combined company will have pro forma client assets of approximately $650 million, a 2013 revenue run-rate of $329 million, based on first quarter 2013 revenues of $49.8 million and $32.5 million for GAIN and GFT, respectively, and a 2013 pro forma EBITDA run-rate of $77 million, based on first quarter 2013 EBITDA of $7.5 million and $1.8 million for GAIN and GFT, respectively, and assuming the mid-point of first year operating synergies achieved.

"Following our successful acquisition of GFT's U.S. business in December of 2012, we recognized that combining GAIN's operations with GFT was a significant opportunity to grow our business across the spectrum of retail and institutional products. The combined company will have a deeper global footprint, a robust offering of more than 12,500 financial products, and industry-leading trading platforms and tools. Our larger scale will also enhance GAIN's ability to  take advantage of improved market conditions, while providing greater resilience at times of weak volatility," said Glenn Stevens , CEO of GAIN Capital. "This combination builds upon GAIN's strong track record as a successful industry consolidator and creates an even more robust platform for future consolidation and growth."

"This transaction is a natural fit, as it combines two highly complementary businesses to create a new leading player in the industry," said Gary L. Tilkin , CEO and founder of GFT. "Consistent with our history of partnering with respected market leaders, GAIN has a strong management team and an excellent reputation in the industry.  I am enthusiastic about this opportunity to leverage our combined strengths to unlock significant value for both customers and stockholders."

Upon the completion of the acquisition, Mr. Tilkin will hold a 12% equity interest in GAIN and will become a member of GAIN's Board of Directors.

GFT clients should expect no impact to their accounts or how they trade. All clients will receive more detailed information about what they can expect from the combined company after the acquisition is completed.

Raymond James & Associates, Inc. provided a fairness opinion regarding the acquisition of GFT.