GAIN Capital Holdings, Inc. (NYSE: GCAP) announced today the pricing of its offering of $80 million aggregate principal amount of 5.00% Convertible Senior Notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. GAIN Capital also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $12 millionaggregate principal amount of notes solely to cover over-allotments, if any. The sale of the notes is expected to close on August 22, 2017, subject to customary closing conditions.

GAIN Capital expects that the net proceeds from the offering will be approximately $77.4 million, or $89.0 million if the initial purchasers exercise the option to purchase additional notes in full, after deducting discounts to the initial purchasers but prior to taking into account any estimated offering expenses payable by GAIN Capital.

GAIN Capital has agreed to repurchase approximately $14.5 million of its common stock from purchasers of notes in the offering in privately negotiated transactions effected through J.P. Morgan concurrently with the closing of the offering, which repurchases may be made using a portion of the net proceeds of the offering, amounts drawn under GAIN Capital's existing credit agreement or other cash on hand or any combination thereof. The purchase price per share of GAIN Capital common stock repurchased by GAIN Capital equals the closing price per share of its common stock on August 16, 2017, which was $6.83 per share. These repurchases could increase, or prevent a decrease in, the market price of GAIN Capital common stock or the notes and could result in a higher effective conversion price for the notes.

GAIN Capital intends to use a portion of the net proceeds of the offering to repay outstanding indebtedness and the balance for general corporate purposes, which may include strategic acquisitions and share repurchases.

About GAIN Capital

GAIN Capital provides innovative trading technology and execution services to retail and institutional investors worldwide, with multiple access points to OTC markets and global exchanges across a wide range of asset classes, including foreign exchange, commodities, and global equities. GAIN Capital is headquartered in Bedminster, New Jersey, with a global presence across North America, Europe and the Asia Pacific regions.