GAIN Capital to acquire GFT for $107.8M

GAIN Capital announced that it has signed a definitive agreement to acquire Global Futures & Forex, a provider of retail forex and derivatives trading with offices in London, Singapore, Tokyo, Sydney and Grand Rapids, Michigan. The purchase price is approximately $107.8M which, including $80M of GFT cash at closing, results in a net purchase price of $27.8M. The purchase price will be paid with $40M in cash, a five-year $40M 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. The transaction is expected to be accretive in the first full quarter after closing, and first year operating synergies are estimated at $35M-$45M. 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.