StoneX Group (SNEX) Announces $625M Notes Offering

StoneX Group Inc. (NASDAQ: SNEX), today announced an offering, subject to market conditions and other factors, $625.0 million in aggregate principal amount of Senior Secured Notes due 2032 (the “Notes”) to be issued by its wholly-owned subsidiary, StoneX Escrow Issuer LLC. 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.

StoneX Escrow Issuer LLC, which was created solely to issue the Notes in connection with the Merger (as defined below), will deposit the gross proceeds of the offering into a segregated escrow account (the “Escrowed Proceeds”) until the date that certain escrow release conditions are satisfied. Upon the closing of the Company’s proposed acquisition (the “Merger”) of R.J. O’Brien (“RJO”), StoneX Escrow Issuer LLC will merge with and into the Company, and the Escrowed Proceeds will be released. The Company will thereupon assume the obligations under the Notes. Upon the closing of the Merger and release of the Escrowed Proceeds, the Company intends to use the proceeds from the offering together with cash on hand to pay the purchase price and related fees, costs, premiums and expenses in connection with Merger.

Until the completion of the Merger, the Notes will not be guaranteed and will be secured only by a senior secured first priority lien on the Escrowed Proceeds. Upon the closing of the Merger, the Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis by each of the Company's existing and future subsidiaries that guarantees indebtedness under the Company's senior secured revolving credit facility and certain other senior indebtedness. The guarantees are subject to release under specified circumstances. Upon the closing of the Merger, the Notes and the related guarantees will be secured on a second priority basis by liens on substantially all of the Company's and the guarantors' property and assets, subject to certain 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 obligations, including indebtedness under the Company's senior secured revolving credit facility, as a result of an intercreditor agreement among the collateral agent for the Notes, the agent for the Company's senior secured revolving credit facility and the collateral agent for the Company’s existing senior secured notes due 2031. 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 Company gives no assurance that the proposed offering can be completed on any terms or at all.

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.

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