INTL FCStone Inc. Announces Pricing of $350 Million of Senior Secured Notes Due 2025
28 Mayo 2020 - 4:00PM
INTL FCStone Inc. (NASDAQ: INTL) (the “Company”) today announced
the pricing of its previously-announced offering of $350 million in
aggregate principal amount of 8.625% Senior Secured Notes due 2025
(the “Notes”) at a purchase price of 98.5% of the aggregate
principal amount thereof. The Notes and the related Note
guarantees are being 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
offering is expected to close on or about June 11, 2020, subject to
customary closing conditions.
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 will deposit the gross proceeds of
the offering into a segregated escrow account until the date that
certain escrow release conditions are satisfied. The escrow
release conditions include, among other things, 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 the
Company’s 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 will pay interest
semi-annually, in arrears, at a rate of 8.625% per annum.
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 other
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 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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