ITG Inc-A美股招股说明书(2026-07-02版)

This is an initial public offering of shares of ClassA common stock of ITG, Inc. We are offering 19,512,196shares of ClassA common stock. We intend to use thenet proceeds we receive from this offering to repay approximately $50.0million in aggregate principal amount of borrowings currently outstanding under the RevolvingCredit Facility (as defined below) and approximately $229.0million in aggregate principal amount of borrowings outstanding under the Term Loan Facility (as definedbelow) and, to the extent of any remaining net proceeds, for general corporate purposes to support the growth of the business. We have granted the underwriters an option to purchase up to an additional 2,926,829shares of ClassA common stock from us to cover over-allotments at theinitial price to the public less the underwriting discount within 30 days of the date of this prospectus. We will have two classes of common stock outstanding after this offering: ClassA common stock and ClassB common stock. Each share of our ClassA commonstock entitles its holder to one vote per share and each share of our ClassB common stock entitles its holder to one vote per share on all matters presented to ourstockholders generally. However, holders of shares of our ClassB common stock will not have any right to receive distributions or dividends from ITG, Inc. Following the consummation of this offering and the application of proceeds therefrom, ITG, Inc. will be a holding company in an organizational structurecommonly referred to as an “Up-C” structure, and ITG, Inc.’s principal asset will consist of an ownership (both directly and indirectly) of approximately 37.55% of theLLC Interests (or approximately 39.02% of the LLC Interests if the underwriters exercise in full their option to purchase additional shares of ClassA common stock) ofITG Parent, which indirectly owns ITG OpCo (as defined below) and its subsidiaries. The remaining 62.45% of the LLC Interests in ITG Parent will be owned by theContinuing Equity Owners. The Continuing Equity Owners and ITG, Inc. each expect to benefit from the “Up-C” structure as a result of certain tax benefits arising fromfuture redemptions or exchanges of the LLC Interests for ClassA common stock or cash, and certain other tax benefits described in the Tax Receivable Agreement (asdefined below). Under the terms of the Tax Receivable Agreement, among other things, we are required to pay to the TRA Participants (as defined below) approximately85% of the amount of the tax savings that result (or in some circumstances are deemed to result) from (i)our allocable share of existing tax basis attributable to ouracquisition or ownership of LLC Interests in connection with this offering, (ii)certain tax attributes we will acquire from the Blocker in the Blocker Merger (includingnet operating losses and the Blocker’s allocable share of existing tax basis), (iii) increases in our allocable share of then existing tax basis, and certain adjustments to thetax basis of the assets of ITG Parent and its subsidiaries, as a result of actual or deemed sales or exchanges of LLC Interests in connection with this offering, if any, andfuture redemptions or exchanges of LLC Interests, (iv)imputed interest arising from any payments we make under the Tax Receivable Agreement and (v)certain othertax benefits related to entering into the Tax Receivable Agreement, including certain payments made under the Tax Receivable Agreement. Any payments made by us tothe TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cashflow that might have otherwise been available to us. We expect that the amount of such payments will be substantial. Absent a termination event pursuant to the terms ofthe Tax Receivable Agreement and assuming no material changes in the relevant tax laws, we expect our obligation to make cash payments under the Tax ReceivableAgreement will continue for more than fifteen years after all of the Continuing Equity Owners exchange or redeem all of their LLC Interests. The actual amounts we willbe required to pay under the Tax Receivable Agreement and the actual amount of deferred tax assets and related liabilities that we will recognize as a result of any suchfuture exchanges or redemptions will vary based on a number of factors. See “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationshipsand Related Party Transactions—Tax Receivable Agreement.” Table of Contents Immediately following the consummation of this offering and the application of proceeds therefrom, the Continuing Equity Owners will own (i)all of the sharesof our ClassA common stock not sold in this offering and (ii)all of the outstanding shares of our ClassB common stock (along with an equal number of LLC Interests).As a result, upon completion of this offering and the application of proceeds therefrom, the purchasers in this offering will b