INTL FCStone Inc. Announces Closing of $350 Million of Senior Secured Notes Due 2025
11 Junio 2020 - 3:15PM
INTL FCStone Inc. (NASDAQ: INTL) (the “Company”) today announced
the closing of its previously-announced offering of $350 million in
aggregate principal amount of 8.625% Senior Secured Notes due 2025
(the “Notes”) at the offering price of 98.5% of the aggregate
principal amount thereof.
The Company has deposited the gross proceeds
from the sale of the Notes, as well as escrow agency fees and
interest on the Notes to (but not including) the date that is two
months from the date of the closing of the offering of the Notes,
into a segregated escrow account until the date that certain escrow
release conditions are satisfied. Until the earlier of the
satisfaction of the escrow release conditions or occurrence of a
special mandatory redemption, on each two-month anniversary of the
date of the closing of the offering of the Notes, the Company will
deposit into the escrow account amounts sufficient to pay escrow
agency fees and interest on the Notes for the following two-month
period. 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 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 Capital Holdings, Inc.
(“GAIN”) and certain of its domestic subsidiaries.
As previously disclosed, 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, with GAIN surviving as
the Company's wholly-owned subsidiary, pursuant to the Agreement
and Plan of Merger dated as of February 26, 2020 and approved by
GAIN’s stockholders on June 5, 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 Notes and the related guarantees were
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.
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
were made only by means of a private offering memorandum.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements, including statements relating 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
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