INTL FCStone Inc. (NASDAQ:INTL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

In connection with the offering by INTL FCStone Inc. (the “Company”) of $350 million in aggregate principal amount of Senior Secured Notes due 2023 (the “Notes”), on October 22, 2018, the Company, as borrower, and various of the Company’s subsidiaries, as guarantors, entered into a Sixth Amendment to Credit Agreement (the “Revolver Amendment”) with respect to the Company’s $262.0 million revolving credit facility with Bank of America, N.A., as administrative Agent, and other lenders thereunder. The Revolver Amendment amends the Revolving Credit Facility to, among other things, permit the incurrence of additional indebtedness and liens by the Company and its guarantor subsidiaries resulting from the offering of the Notes.

The description of the Revolver Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Amendment. A copy of the Revolver Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

Item 7.01.Regulation FD Disclosure.

On October 22, 2018, the Company issued a press release announcing its intention to offer $350 million in aggregate principal amount of Senior Secured Notes due 2023 in a private offering to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside the United States to Regulation S under the Securities Act. The Notes will be guaranteed by subsidiaries of the Company that guarantee the Company’s revolving credit facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Company’s offering of the Notes and the related guarantees, the Company is including in the preliminary offering memorandum relating to the offering preliminary financial information with respect to its fiscal year ended September 30, 2018, as well as certain financial measures, with respect to historical periods, that are not presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This information, some of which has not been previously disclosed publicly by the Company, as excerpted from the preliminary offering memorandum relating to the offering, is furnished on Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Investors are cautioned that, because the fiscal year ended September 30, 2018 has recently ended, the preliminary anticipated results for the fiscal year ended September 30, 2018 furnished on Exhibit 99.2 are based on information available to the Company’s management as of the date of this Current Report on Form 8-K and reflect assumptions and estimates based on such currently available preliminary financial information. This preliminary financial information is based on management’s internal reporting and is subject to adjustment for quarter- and year-end closing procedures (which have not been completed). The Company’s independent registered public accounting firm has not performed any audit, review or set of procedures with respect to such preliminary financial information. An audit, review or set of procedures of such financial information could result in changes to these preliminary results. Actual results may be materially different from the current expectations furnished on Exhibit 99.2, and undue reliance should not be placed on these current expectations. In addition, these preliminary expectations are not necessarily indicative of results of operations for any future period.

The preliminary financial information furnished on Exhibit 99.2 includes references to Adjusted EBITDA and adjusted net income, which are non-GAAP financial measures. The Company presents these non-GAAP financial measures because they are used by management to evaluate the Company’s performance and believes they allow for a more meaningful comparison of operating performance from period to period. For a discussion of Adjusted EBITDA (including additional reasons the Company presents such measure), see Exhibit 99.2 under the heading “Non-GAAP Financial Measures.” Investors are cautioned to consider the qualifications and limitations set forth on Exhibit 99.2 with respect to the non-GAAP financial measures furnished thereon.

This Current Report on Form 8-K 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.

The information furnished to Item 2.02 and Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

INTL FCSTONE INC. Exhibit
EX-10.1 2 exhibit101forseniorsecured.htm EXHIBIT 10.1 Exhibit SIXTH AMENDMENT TO CREDIT AGREEMENTTHIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”),…
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About INTL FCStone Inc. (NASDAQ:INTL)

INTL Fcstone Inc. is a financial services company. The Company provides financial products, and advisory and execution service. The Company operates through five segments: Commercial Hedging, Global Payments, Securities, Physical Commodities, and Clearing and Execution Services (CES). The Commercial Hedging segment serves its commercial clients through its team of risk management consultants. The Global Payments segment provides global payment solutions to banks and commercial businesses, as well as charities and non-governmental organizations and government organizations. The Securities segment provides solutions that facilitate cross-border trading. The Physical Commodities segment consists of its physical precious metals trading and physical agricultural and energy commodity businesses. The CES segment seeks to provide clearing and execution of exchange-traded futures and options for the institutional and trader market segments.