Tradeweb Markets Inc. current report, 18 June 2019

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Tradeweb Markets Inc. — Form 8-K Summary

Business Context and Reporting Period

Filed June 18, 2019, under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits). The filing relates to Tradeweb Markets LLC, which became the principal operating subsidiary of Tradeweb Markets Inc. following the reorganization completed in connection with the April 8, 2019 initial public offering.

The filing provides audited historical financial statements for December 31, 2018 and 2017, the periods October 1–December 31, 2018 and January 1–September 30, 2018, and the years ended December 31, 2017 and 2016.

Financial Metrics and Changes

  • The filing retrospectively adjusts the historical financial statements to reflect an April 4, 2019 recapitalization of Tradeweb Markets LLC.
  • The recapitalization created a single class of LLC Interests and exchanged existing membership interests for those interests.
  • Only weighted-average shares outstanding, net income per share, and related share and per-share disclosures were revised, aside from minor nonsubstantive revisions.
  • The recapitalization did not affect previously reported financial condition, results of operations, or cash flows.
  • The provided filing text does not include clear values for revenue, net income, margins, cash flow, debt, liquidity, or other operating metrics.
  • Supplemental pro forma net income per share information related to certain pre-IPO distributions was omitted from the revised historical financial statements.

Guidance, Outlook, Risks, Contingencies, and Unusual Items

  • The filing does not provide management guidance or an updated business outlook and does not update the IPO prospectus for subsequent developments.
  • The filing states that it is not a restatement of the previously issued IPO prospectus financial statements; it is a retrospective presentation adjustment for the recapitalization.
  • Deloitte & Touche LLP audited the 2018 financial statements for the October–December 2018 period. PricewaterhouseCoopers LLP audited the 2017 financial statements and the January–September 2018 and predecessor periods.
  • Following the October 1, 2018 Refinitiv transaction, PwC identified services and relationships with newly affiliated entities that were inconsistent with SEC and PCAOB auditor-independence rules. These included certain tax, due diligence, legal, bookkeeping, outsourcing, business, employment, and financial-interest matters.
  • PwC and Tradeweb Markets LLC’s governance representatives concluded that PwC could exercise objective and impartial judgment. The filing states that the matters did not affect the audited financial statements and that PwC did not audit its own work or act as company management.

Important Facts for Investors to Verify

  1. Review Exhibit 99.1 for the revised historical financial statements and the specific per-share presentation changes.
  2. Confirm the impact of the recapitalization on historical share counts, earnings per share, and share-based compensation disclosures.
  3. Assess the auditor-independence disclosures concerning PwC and the Refinitiv transaction.
  4. Use subsequent SEC filings for developments after the April 3, 2019 IPO prospectus date, because this Form 8-K does not update those disclosures.