StoneX Group announces private offering of $625M of senior secured notes

StoneX Group (SNEX) announced an offering, subject to market conditions and other factors, $625M in aggregate principal amount of Senior Secured Notes due 2032 to be issued by its wholly-owned subsidiary, StoneX Escrow Issuer. The Notes and the related Note guarantees will be offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain persons outside the United States pursuant to Regulation S under the Securities Act. StoneX Escrow Issuer, which was created solely to issue the Notes in connection with the Merger, will deposit the gross proceeds of the offering into a segregated escrow account until the date that certain escrow release conditions are satisfied. Upon the closing of the Company’s proposed acquisition of R.J. O’Brien, StoneX Escrow Issuer will merge with and into the Company, and the Escrowed Proceeds will be released. The Company will thereupon assume the obligations under the Notes. Upon the closing of the Merger and release of the Escrowed Proceeds, the Company intends to use the proceeds from the offering together with cash on hand to pay the purchase price and related fees, costs, premiums and expenses in connection with Merger.