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Knight To See Another Day Following 60%+ Convertible Dilution

Tyler Durden's picture


According to CNBC's David Faber, Knight Capital will live at least for another day and avoid bankruptcy. Instead, it will experience dilution which will make its equityholders almost wish the company was filing. Knight, via Jefferies, is about to stick its shareholders with a massive dilution following the issuance of a $400 million convert bond at a $1.50 conversion price, or more than 60% dilution from Friday's $4.05 closing price. This means the pro forma share count will soar from 90 million to 350 million upon conversion, which as David Faber says, will take place promptly by all members of the syndicate after 10 business days. In other words, KCG just issued stock at a ~63% discount to new money.

More from CNBC:

Knight Capital Group has been saved with an infusion of $400 million in the form of a convertible preferred security that gives the buyers the right to buy Knight shares at $1.50, according to sources close to the deal.


The private-equity firm of General Atlantic (which owns the Getco market maker) along with Blackstone private equity,  Omaha brokerage firm TD Ameritrade, and Stifel Nicolas will buy the $400 million preferred, which has a conversion price of $1.50 and will massively dilute the trading firm, but allow it to replenish its coffers and open for business on Monday.


The four buyers of the preferred will together own about 70 percent of the firm, which upon conversion of the preferred, will see its share count rise from a hundred million shares to roughly 350 million shares. The coupon on the preferred is 2 percent, but all the firms are expected to convert after 10 business days.


Jefferies led the offering and has been engaged with Knight since it suffered a $440 million trading loss on Wednesday.

This effectively means that the equity slice is for all intents and purposes wiped out and will be crammed down by a convert (technically upon conversion pari passu with the equity, but implicitly a 60%+ discount to market to stimulate new strategic investor interest), which itself may also be at risk, if Knight's action is insufficient to restore confidence in the firm from its counterparties. It also means that since the convert is unsecured, those who invest in it could face full write down on their investment shortly, which likely means the previously discussed TD Ameritrade and Getco.

But the good news, at least for Knight's 1400 employees, is that they will have a job for at least a few more days until the true fallout of last week's mega trade blunder is understood.

As for what happens next for KGC stock? It may well bounce following a sharp but brief short covering rally, only to be followed by an exodus as investors take the opportunity to cash out from a firm which has already indicated it will do anything to preserve its viability, including nearly complete dilution.


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Sun, 08/05/2012 - 18:00 | 2680242 SokPOTUS
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Helluva price to pay for an I.T. f-up.  I still say it sounds like sabotage.

Sun, 08/05/2012 - 18:22 | 2680278 misterbear
misterbear's picture

Is it possible that the stock stays at ~ $4 even with a lower conversion price?  Seems like a great deal for TD and other players.  

Sun, 08/05/2012 - 18:25 | 2680282 misterbear
misterbear's picture

Probably not... I guess after the $400M loss this firm was worth $600M and if the share count goes up to 350M is less than a $2 stock.  Ouch.

Sun, 08/05/2012 - 18:28 | 2680285 FranSix
FranSix's picture

You have to wonder what the interest rates are, especially if convertible debentures.  Its more like TD Ameritrade & consortium took over Knight.

Sun, 08/05/2012 - 18:36 | 2680290 Jay Gould Esq.
Jay Gould Esq.'s picture


It makes one cringe that this schlock outlet is credited with "breaking" the "Knight Resurrection" short a resurrected life as Knight will ultimately enjoy.

Sun, 08/05/2012 - 19:23 | 2680399 DoChenRollingBearing
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As you might expect, Barron's this weekend has lots of comments about both Knight Capital and the dubiously positive jobs numbers released Friday.  Barron's may also be launching a new column "Emerging Markets" the author is off to a great start if so!  Also, BIG INSIDER SALES last week.  And their big Cover Story on the current state of the oil business is excellent!

Sun, 08/05/2012 - 21:53 | 2680718 Dr. Engali
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Barron's is a rag that is good for only one purpose... A place for my dog to shit.

Sun, 08/05/2012 - 22:28 | 2680772 calltoaccount
calltoaccount's picture

True about Barrons.  

The predators keep Knight alive because it's long been the biggest naked shorting MM and the other scumbag crims need their evil facilitator to provide cover.

Mon, 08/06/2012 - 01:28 | 2680939 Richard Chesler
Richard Chesler's picture

A muppet by any other name would lose as much.

Keep buying "stocks" suckers!

Sun, 08/05/2012 - 19:00 | 2680338 FMR Bankster
FMR Bankster's picture

Maybe but I doubt it. KCG had a book value of around $15 at the end of June and had traded in a pretty tight range between $12 and 14 all year. Then in about 30 seconds of the type of activity they engage in every day of the week they screwed up and managed to almost put the company in the grave. They lost $440 million. So they raise $400 million, they are basically back to the same book value, (maybe a bit higher since the after tax loss is about $275 million)but now if you own one of the 90 million shares you get to share that book with 265 million new friends. So now the book is about $4 a share not $15. Why, after this screw up would it trade better than it did before? If the details of the story are correct and it pops on short covering looks like a great sell.

Sun, 08/05/2012 - 19:06 | 2680361 misterbear
misterbear's picture

That's helpful.  But it doesn't sound like this will then trade down to the convert either.  Correct?  

If we have a similar book value but 350 total shares then wouldn't this trade between $3.5 and $4.5?   The stock will likely get diluted down to the current $4 price - assuming a similar book value multiple.  Is that your take?


Sun, 08/05/2012 - 19:54 | 2680466 misterbear
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I see the issue.  The multiple is probably 50%.  So we could see it at $2 tomorrow morning.  Well I picked some up below $2 so I can't complain.  Thought they could get something more attractive than this.  

Sun, 08/05/2012 - 20:47 | 2680537 veyron
veyron's picture

I'm surprised some clowns haven't reversed your trade yet, given that you bought at a clearly attractive price ...

Sun, 08/05/2012 - 20:55 | 2680552 misterbear
misterbear's picture

$3... thought it was below $2.  Thought I got it on the cheap when it rallied, but given this joke of a manuever looks like I now may be down on the position.  Serves me right for not selling on Friday.  Live and learn.

Sun, 08/05/2012 - 19:27 | 2680411 Iam_Silverman
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"they screwed up and managed to almost put the company in the grave."

Almost?  Trust me, they're in the grave.  They've only been resurrected to do zombie work for their new masters!

Sun, 08/05/2012 - 19:03 | 2680348 Everybodys All ...
Everybodys All American's picture

Very unlikely. This amount of dilution is never good for the stock price. It would not surprise me to see this stock trade right at or below the $1.50 price of the additional shares tomorrow.

Sun, 08/05/2012 - 22:03 | 2680741 Dr. Engali
Dr. Engali's picture

What would you do if you had the stock at $4 knowing that somebody else could convert at $1.50 in four days? Same thing everybody else would do.... Sell before they convert.

Mon, 08/06/2012 - 08:46 | 2681280 sessinpo
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Yes, this was a setup. Not being talked about is the fact that KCG had $7.5B in cash as of their last quarterly statement in June 2012. They could have handled the loss. This was engineered to remove competition and control an avenue of the markets. Interactive Brokers needs to take caution (IBKR).

Sun, 08/05/2012 - 18:01 | 2680243 The Wizard of Oz
The Wizard of Oz's picture


Sun, 08/05/2012 - 19:43 | 2680440 Will To Live
Will To Live's picture

If they survive this, just think how bad they were dicking everyone before.

Mon, 08/06/2012 - 07:39 | 2681158 MsCreant
MsCreant's picture

That was a big, public loss...

Sun, 08/05/2012 - 18:05 | 2680244 Racer
Racer's picture

As good as bust for shareholders and who would want to flush $400m down the toilet?

Sun, 08/05/2012 - 18:04 | 2680246 resurger
resurger's picture

When is it facebooks turn?

Sun, 08/05/2012 - 18:07 | 2680251 jmcadg
jmcadg's picture

They're halfway there already!

Sun, 08/05/2012 - 18:10 | 2680249 Catflappo
Catflappo's picture

I wonder if Knight will deploy a cunning algo which ongoingly purchases its own convertible stock at $1.55 and sells it at $1.45?

Sun, 08/05/2012 - 22:01 | 2680740 johnnysize
johnnysize's picture

hit take hit take repeat 9000x invert take hit take hit ...thank you GS for the pillow . SOLD SOLD SOLD . Id NEVER let a share roll through these pipes again...or any other chop shop "mkt maker"> Seriously WTF? Im gonna blow outta my small cap mutual funds tomorrow. You dopes... keep rollin with the "institutional market makers" Anyone ask FINRA who is he new market maker on the block? Stop inflows to Mutual funds who use "market makers" for ACCESS! LOL

Sun, 08/05/2012 - 18:07 | 2680250 FranSix
FranSix's picture

Looks like this article was correct:


"CNBC reported on Sunday that Knight was close to securing a $400 million capital injection from a group of investors that is likely to include Chicago market-maker Getco and Omaha brokerage firm TD Ameritrade.

Citing a person involved in the deal, CNBC said the infusion would come in the form of a sale of convertible securities or bonds that turn into Knight stock at a fixed price.

A spokeswoman for TD Ameritrade said the brokerage had no comment.

It would be in TD Ameritrade's best interests to keep Knight afloat, as the firm, the No. 1 U.S. brokerage by trading volume, has exclusive clearing deals with Knight.

Two months ago, Knight bought Penson's futures business for $5 million. TD Ameritrade exclusively clears its clients' futures and forex trades through that platform. The Omaha, Nebraska-based brokerage's entire bond platform is also with Knight.

"They really are handcuffed to Knight," a source with knowledge of TD Ameritrade's arrangements with Knight said.

Knight said on Thursday it was actively pursuing strategic and financing alternatives."

Sun, 08/05/2012 - 18:12 | 2680259 Mae Kadoodie
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Is there any way because of this Knight handcuff that TD Ameritrade can be in peril?

Sun, 08/05/2012 - 18:30 | 2680265 FranSix
FranSix's picture

If Knight went bankrupt, and dragged TD Ameritrade down, and along with it Scottrade, along with bond, stock, and forex holdings, this would have been the 'big one.'  But for now, its just like Sanford & Son.

Sun, 08/05/2012 - 23:11 | 2680813 Dr. Engali
Dr. Engali's picture

I'd like to see them all drug down.

Sun, 08/05/2012 - 18:08 | 2680252 vinu02
vinu02's picture

Knight needs reset button or it has to shutdown.



Sun, 08/05/2012 - 18:08 | 2680254 slewie the pi-rat
slewie the pi-rat's picture


Sun, 08/05/2012 - 18:39 | 2680298 El Oregonian
El Oregonian's picture

Warren, or WAR-ON!

Sun, 08/05/2012 - 18:08 | 2680255 Neethgie
Neethgie's picture

are jeffries like the master of the worst deals possible, if somethings gonna tank jeffries are there.. atleast now i can laugh at all those fckers on stock twits who kept saying knight capital was ok..

Sun, 08/05/2012 - 18:20 | 2680276 MsCreant
MsCreant's picture

Bear Stearns was okay too...

Sun, 08/05/2012 - 18:57 | 2680329 Money 4 Nothing
Money 4 Nothing's picture

It works until it don't.

Sun, 08/05/2012 - 18:11 | 2680258 Nid
Nid's picture

Interesting, a round of Death Spiral Financing for a firm which in the past, all to merrily dished out the same, and then went on to short the "borrower" into oblivion....justice served, fuck 'em.

Sun, 08/05/2012 - 18:14 | 2680262 Bill D. Cat
Bill D. Cat's picture

FT has an article up saying the CFTC's going to drop their silver manipulation investigation . Fuckerz .

Sun, 08/05/2012 - 18:19 | 2680271 gimli
gimli's picture

Yup ......

I wonder if this will spur on China to buy abundantly.

Sun, 08/05/2012 - 18:37 | 2680296 gimli
gimli's picture

By the way -- there was a large increase in Commercial's short interest last week.

Anybody care to report that to the CFTC?

Sun, 08/05/2012 - 18:16 | 2680267 gimli
gimli's picture

If the SEC needs some help looking into this, it looks like the

CFTC may have just cleared up their backlog:

Sun, 08/05/2012 - 18:22 | 2680277 MsCreant
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Wonder if Knight becomes another Zombie? Saving it means saving lots of different things that otherwise collapse...

Sun, 08/05/2012 - 19:04 | 2680352 Tippoo Sultan
Tippoo Sultan's picture

In a word: absolutely.

Sun, 08/05/2012 - 18:23 | 2680280 I am Jobe
I am Jobe's picture

Yeap, the so called Smartest Guys. Vaseline for employees and rope for upper management. There fixed it.

Sun, 08/05/2012 - 18:31 | 2680289 vft2212
vft2212's picture

I'm looking forward to the headlines by week's end that due to another HFT $KGC is toast ( btw anything north of $2.50 is a short ).I truly hope many more of these lowlifes fail because all they do is rape everyone's trades and unless you've invented close only stop software you are fucked managing the downside. Liquidity, what a crock. It's organized crime and of the worst kind.

Sun, 08/05/2012 - 18:36 | 2680295 Azwethinkweiz
Azwethinkweiz's picture

Where's W. Bonzai with his Dark Knight Rises image showing all the bankers dressed as Batman characters throwing cash at the Dark Knight Capital?

Sun, 08/05/2012 - 18:37 | 2680297 XtraBullish
XtraBullish's picture

Unlike Bear and Lehman, someone actually STEPPED UP! This is SO fucking bullish that I think I'll cover my Faceberg short tomorrow.

Seriously, this IS a BULLISH event. Someone actually sees a TRADE in KCG that stretches beyond a nanosecond. Think back to 2009 - no one would have lifted a finger. 

2009 was indeed a "Generational Bottom" at 666 on the S&P. Every steep correction has been a buying opportunity since then. Yes it's all fucked but when you are a BEAR on the CURRENCY (USD/EU/JY), you just know that shorting FIAT is the "better trade".

Sun, 08/05/2012 - 18:59 | 2680331 Haager
Haager's picture

Don't you think someone feared to be the next in line if KCG would collapse?

Sun, 08/05/2012 - 19:14 | 2680380 Everybodys All ...
Everybodys All American's picture

Knight loses over 400 mil in one day and you find this bullish because someone took a preferred share offering at a steep discount to it's Friday close. This company is heading to the pink sheets more than likely.

I'd hate to see what other great advice you have for us.

Sun, 08/05/2012 - 18:55 | 2680306 Jlmadyson
Jlmadyson's picture

Does not sound like much of a lifeline.

Well I should say a lifeline for TD perhaps

Sun, 08/05/2012 - 18:52 | 2680318 l1b3rty
l1b3rty's picture

Bailout!? I don't see why not. JP Morgue could just give em some silver stolen from MF GLobal and then sue the american taxpayer for bringing them to court on silver manipulation charges and merry go round of cronyist fraud keeps on bumpin along

Sun, 08/05/2012 - 19:02 | 2680319 Atomizer
Atomizer's picture

Another reason why Dow is untrusted. Load up on this stock in morning, sell the bitch at your target price!


Edit: Don't forget to play & watch those other companies under the umbella. Don't forget to pop your rectal bleeding drug treatment pill.

Sun, 08/05/2012 - 18:53 | 2680320 Arnold Ziffel
Arnold Ziffel's picture

Bite Me !

Sun, 08/05/2012 - 18:53 | 2680321 q99x2
q99x2's picture

This is a great Sunday watch if in need of some entertainment. Max Keiser's interview with Alex Jones. Almost fell off my chair when Alex gets to the point of saying Caligula married his horse.

Problem is is that it is most likely completely true.

Sun, 08/05/2012 - 19:01 | 2680342 Fail2Deliver
Fail2Deliver's picture
Something about this really smells
Sun, 08/05/2012 - 19:03 | 2680351 Jlmadyson
Jlmadyson's picture

Like AIG and Merryl.

Weekend shotgun sessions are never a good thing.

Sun, 08/05/2012 - 19:21 | 2680390 hoos bin pharteen
hoos bin pharteen's picture


Release the shareholder lawsuits...

Sun, 08/05/2012 - 19:25 | 2680402 buzzsaw99
buzzsaw99's picture

It would be funny if they turned the machines back on Monday and promptly lost another $400M.

Sun, 08/05/2012 - 19:27 | 2680409 chump666
chump666's picture

they're done.

Who's next?

Sun, 08/05/2012 - 19:32 | 2680419 Iam_Silverman
Iam_Silverman's picture

Excellent!  I've been looking for a reason to sell all of my Facebook, Netflix and Lulumon shares and move into a real winner.  This has got to be a once in a lifetime chance, huh?  It's like getting in on an IPO or being handed some AIG!

Disclosure - I'm really out of the equities market, just poking fun at some of the momo traders!


Sun, 08/05/2012 - 19:38 | 2680429 Seasmoke
Seasmoke's picture

looks like they have the buy high and sell low, down to a science !

Sun, 08/05/2012 - 19:39 | 2680431 I should be working
I should be working's picture

I wonder where the stock will open tomorrow? Time for a reverse split perhaps?

Sun, 08/05/2012 - 20:02 | 2680445 buzzsaw99
buzzsaw99's picture

knight's new favorite song, pink (sheets, slips...):

Sun, 08/05/2012 - 19:53 | 2680465 pmm009
pmm009's picture

Knight has a Senior secured cash convertible preferred with an initial strike of about $21 due 2015.  Face value is $375 million and they make payments biannually at 3.5%.  I believe this is immediately payable in cash if their is a change of control?????  Wonder if this structure gets around this since it is four buyers with effectively 18.5% a piece?  Clearly, these bond holders will be talking with counsel tomorrow.

On the plus side, the fact that TD is taking a piece means they will likely get most of that business which is huge and will likely bring back the rest of the retail flow.  Assume this one time loss and Q3 is shot but after that they will be in a good position if the stock market rallies after the election. 

Sun, 08/05/2012 - 20:01 | 2680477 Jlmadyson
Jlmadyson's picture

Someone gonna have to be paid real soon if so.

Sun, 08/05/2012 - 21:47 | 2680706 johnnysize
johnnysize's picture

Yah... The investors in this Co. just saw 100 pct swings in converts think they will allow a Getco "infusion"? Bwaaaahahahahaha> Cmon now. There are NO assets here...just a few tools and some not so great technology. By the way... what the fuk is Pasternack in the equation? He gonna propose some granular ciderblock to help Joyce? Man I fel for the button pushers at Knight...unfortunately they all knew they were working for a "TECHNOLOGY COMPANY not a BROKERAGE FIRM" 

Sun, 08/05/2012 - 20:30 | 2680516 Ted Baker
Ted Baker's picture

Fact 6:- KC won't survive in its current form

Sun, 08/05/2012 - 20:48 | 2680542 todayone
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Sun, 08/05/2012 - 21:02 | 2680556 Buck Johnson
Buck Johnson's picture

There is no way that Knight can survive, no way.  Something in the milk isn't clean, truly.  Ask yourself why did these individuals rush to prop Knight up when they didn't do it for MF global or PF?  I think something happened and they are trying to get that something out before allowing it to die.

Sun, 08/05/2012 - 21:09 | 2680568 Everybodys All ...
Everybodys All American's picture

I know they don't want that algo in the wrong hands if you know what I mean.

Sun, 08/05/2012 - 21:15 | 2680576 Schmuck Raker
Schmuck Raker's picture

That's a novel approach...

Bailing out a company without using taxpayer money?

It'll never work, how could it.

Sun, 08/05/2012 - 21:38 | 2680656 johnnysize
johnnysize's picture

Sorry Getco... the problem is KCG wasnt so hard to borrow, and as you are trying to exploit the forward price of KCG vs. its cash price....we wont demand forward shares. Market making with retail accounts AND institutional accounts is DONE. Believe me. Go spend the mil. for FINRA approval to make markets in dog crap. The SEC will now not only raise reg cap on "mkt making" joker firms but also make it impossible to make markets and accept customer flow. Why do you think Virtu dropped outta the "bidding"? Cmon!!! This place is toasting on hi and I feel for the other 10 chop shops that "make markets" for thier customers in US equities. Zugswang. 

Sun, 08/05/2012 - 22:00 | 2680737 Dr. Engali
Dr. Engali's picture

They may have 400 million in cash , but I'd like to see their burn rate when they have no traded directed their way. There is no way they can preserve KCG. All they can do is try to minimize the damage.

Sun, 08/05/2012 - 22:48 | 2680805 pd45
pd45's picture

So it was a Gray Knight that came to rescue

Sun, 08/05/2012 - 22:57 | 2680820 Monedas
Monedas's picture

CFTC to drop silver price rigging investigation ?  I though Harvey Organ was on top of this ?

Mon, 08/06/2012 - 08:00 | 2681185 virgilcaine
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Pre-Market: 2.87  - 1.18 (-29.14%) 7:56AM EDT -

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