MSK Represents StockCross Financial Services, Inc. in Sale of Shares to Overstock.com’s Blockchain Subsidiary

Overstock.com, Inc. (NASDAQ:OSTK) announced last week the closing terms for the purchase by its FinTech subsidiary t0.com, Inc. (“tZERO”) of a 24% ownership stake in MSK client StockCross Financial Services, Inc. (“StockCross”), a U.S., DTCC clearing firm and one of the largest privately-owned brokerage firms in the nation.

Overstock stated that “an important part of tZERO’s strategy is to buy, build or partner in order to aggregate all necessary components to have end-to-end ownership of its trading, clearing and settlement platform. The investment in StockCross adds a key partner with the custodial and clearing functionality of a U.S. DTCC member firm to tZERO’s trading ecosystem.”

Under the terms of the transaction, tZERO acquired from members of the Gebbia family and certain other individuals 1, 476,600 shares of StockCross stock and 1,217,295 shares of Siebert Financial Corp. for an aggregate purchase price of $12.0 million.

In connection with a separate agreement between tZERO and Kennedy Cabot Acquisition LLC (“KCA”), which is controlled by the Gebbia family, also represented by MSK and which is the majority owner of Siebert Financial Corp., tZERO acquired an approximate 1% interest in KCA and an additional 70,000 shares of Siebert Financial Corp.

Siebert Financial is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, Muriel Siebert & Co., Inc. The firm became a member of the NYSE in 1967, when Ms. Siebert became the first woman to own a seat on the Exchange.

Overstock and Muriel Siebert also announced last week the launch of the Muriel Siebert discounted online trading platform. The platform, which was announced last December, allows any investor in America who accesses the Siebert portal through Overstock.com’s FinanceHub® the opportunity to conduct trades of US equities at discounted prices.

MSK served as the lead legal counsel for StockCross and the Gebbia family in connection with all three transactions. The MSK deal team was led by Corporate & Business Transactions partner Anthony Adler. The MSK team also included Les Gold, Mark Hiraide and Charles Kolstad.

“We are proud to continue to represent StockCross, KCA and the Gebbia family,” stated Anthony Adler. “And we are pleased to have been involved in these transactions and the Gebbias’ expansion of their securities brokerage business.”