INTL FCStone Inc. Announces Private Offering of $350 Million of Senior Secured Notes due 2025
26 Mayo 2020 - 7:00AM
INTL FCStone Inc. (NASDAQ: INTL) (the “Company”) today announced
that it intends to offer, subject to market conditions and other
factors, $350 million in aggregate principal amount of Senior
Secured Notes due 2025 (the “Notes”). 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 (the
“Securities Act”), and to certain persons outside the United States
pursuant to Regulation S under the Securities Act.
The Company intends to use the net proceeds from
the sale of the Notes, together with cash on hand, to (1) fund the
cash consideration for the merger of the Company's wholly-owned
subsidiary and GAIN Capital Holdings, Inc. (“GAIN”), with GAIN
surviving as the Company's wholly-owned subsidiary, pursuant to the
Agreement and Plan of Merger dated as of February 26, 2020 (the
“Merger”), (2) fund the repayment of GAIN’s 5.00% Convertible
Senior Notes due 2022 and (3) pay certain related transaction fees
and expenses.
The Company intends to deposit the gross
proceeds of the offering into a segregated escrow account until the
date that certain escrow release conditions are satisfied. Among
other things, the escrow conditions include the consummation of the
Merger. Prior to the satisfaction of the escrow release conditions,
the Notes will not be guaranteed and will be the Company’s senior
secured obligations, secured by a first-priority security interest
in the escrow account and all deposits and investment property
therein. Following satisfaction of the escrow release conditions,
the Notes will be fully and unconditionally guaranteed, jointly and
severally, on a senior second lien secured basis, by certain
subsidiaries of the Company that guarantee the Company’s senior
credit facility and by GAIN and certain of its domestic
subsidiaries. Following satisfaction of the escrow release
conditions, the Notes and the related guarantees will be secured by
liens on substantially all of our and the guarantors’ assets,
subject to certain customary and other exceptions and permitted
liens. The liens on the Company’s and the guarantors’ assets that
secure the Notes and the related guarantees will be contractually
subordinated to the liens on the Company’s and the guarantors’
assets that secure the Company’s and the guarantors’ existing and
future first lien secured indebtedness, including indebtedness
under the Company’s senior credit facility, as a result of the lien
subordination provisions of an intercreditor agreement to be
entered into by the collateral agent for the Notes and the agent
for the Company’s revolving credit facility. The Notes are expected
to pay interest semi-annually, in arrears.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the Notes, the related
guarantees or any other security, nor shall there be any offer,
solicitation or sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful. Any
offers of the Notes and the related guarantees will be made only by
means of a private offering memorandum.
The offer and sale of the Notes and related
guarantees have not been, and will not be, registered under the
Securities Act, or the securities laws of any other jurisdiction,
and the Notes and related guarantees may not be offered or sold in
the United States absent registration or applicable exemptions from
registration requirements.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements, including statements relating to the offering and as to
the Company’s use of proceeds from the sale of the Notes, which are
covered by the "Safe Harbor for Forward-Looking Statements"
provided by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks
and uncertainties, many of which are beyond our control, that may
cause actual results, performance or achievements to differ
materially from those expressed in or implied by, the
forward-looking statements, including the risk that the offering is
not completed, the Merger is not consummated and other factors set
forth in the Company’s filings with the SEC (including under the
heading entitled “Risk Factors” in those filings). The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
ContactINTL FCStone Inc.Bruce
FieldsGroup Treasurer+212-485-3518bruce.fields@intlfcstone.com
INTL-G
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