On May 28, 2020, INTL FCStone Inc. (the \”Company\”) issued a press release announcing the pricing of its previously announced offering of Notes (as defined below). 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.

The information furnished to Item 7.01, including Exhibit 99.1 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 8.01 Other Events.

On May 28, 2020, the Company priced its 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 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 (the “Merger”), to the Agreement and Plan of Merger dated as of February 26, 2020 (as may be amended, the “Merger Agreement”), (2) fund the repayment of GAIN’s 5.00% Convertible Senior Notes due 2022 and (3) pay certain related transaction fees and expenses.

Subject to customary closing conditions, the sale of the Notes is expected to close on or about June 11, 2020.

The Company will deposit the gross proceeds from the sale of the Notes 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 (subject to the terms and conditions of the Merger Agreement). 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. If the Merger has not been consummated on or prior to November 27, 2020 or upon the occurrence of certain other events, the Company will be required to redeem the Notes at a price equal to 50% of the issue price of the Notes, plus accrued and unpaid interest to, but excluding, the redemption date

The timing and completion of the Merger is subject to a number of closing conditions and other risks and uncertainties.

The Notes are being offered only to persons reasonably believed to be 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. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Item 9.01 Financial Statements and Exhibits.

INTL FCSTONE INC. Exhibit
EX-99.1 2 exhibit991_05282020.htm EXHIBIT 99.1 Exhibit Exhibit 99.1INTL FCStone Inc. Announces Pricingof $350 Million of Senior Secured Notes Due 2025NEW YORK,…
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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.