Item 7.01. Regulation FD Disclosure
The following information is furnished under Item 7.01 "Regulation FD
Disclosure". This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
On February 27, 2020, the Company issued a press release regarding the
acquisition of GAIN Capital Holdings, Inc. ("GAIN") on certain terms and
conditions. A copy of the press release is furnished with this report as Exhibit
99.1.
An Investor Presentation with additional information to be reviewed during
today's conference call is furnished with this report as Exhibit 99.2.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  Forward-looking statements are identified by words such as "may,"
"should," "expects," "anticipates," "assumes," "can," "will," "could," "likely,"
"intends," "might," "predicts," "seeks," "would," "believes," "estimates" or
"plans."  These forward-looking statements include, among other things,
statements relating to the expected results of the merger with GAIN, including
any anticipated cost or capital synergies associated therewith, operating
efficiencies and results, growth, client and stockholder benefits, accretion,
financial benefits or returns, key assumptions, the expected timing of the
closing of the merger, integration costs and transaction costs, expected timing
and use of proceeds of any financing, our future financial performance, our
business prospects and strategy, anticipated financial position, liquidity and
capital needs and other similar matters.  These forward-looking statements are
based on management's current expectations and assumptions about future events,
which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. These forward-looking statements
involve known and unknown risks and uncertainties, many of which are beyond our
control, that may cause actual results to be materially different from any
anticipated results expressed or implied by these forward-looking statements,
including, among others, (i) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the merger agreement,
(ii) the transaction closing conditions may not be satisfied in a timely manner
or at all, including due to the failure to obtain GAIN stockholder approval and
regulatory approvals, (iii) the announcement and pendency of the merger may
disrupt our or GAIN's business operations, (iv) anticipated benefits of the
merger, including the realization of revenue, accretion, financial benefits or
returns and other cost and capital synergies may not be fully realized or may
take longer to realize than expected, (v) adverse changes in economic, political
and market conditions, such as price levels and volatility in the commodities,
securities and foreign exchange markets in which we and GAIN operate, (vi)
losses from our market-making and trading activities arising from counter-party
failures and changes in market conditions, (vii) the possible loss of key
personnel or GAIN key personnel, (viii) the impact of increasing competition,
(ix) the impact of changes in government regulation, (x) the possibility of
liabilities arising from violations of federal and state securities laws, (xi)
the impact of changes in technology in the securities and commodities trading
industries and (xii) other risks and uncertainties. You should read cautionary
statements made as being applicable to all related forward-looking statements
wherever they appear in this press release. We cannot assure you that the
forward-looking statements in this press release will prove to be accurate.
Furthermore, if our forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In light of the significant uncertainties in these
forward­looking statements, you should not regard these statements as a
representation or warranty by us or any other person that we will achieve our
objectives and plans in any specified time frame, if at all. Investors are
cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date they were made.  Except as expressly required under federal
securities laws and the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"), we do not have any obligation, and do not
undertake, to update any forward-looking statements to reflect events or
circumstances arising after the date of this press release, whether as a result
of new information, future events or otherwise.  All forward-looking statements
attributable to us are expressly qualified by these cautionary statements.
Additional Information and Where to Find It
This press release may be deemed solicitation material in respect of the
proposed acquisition of GAIN by INTL FCStone. In connection with the proposed
merger, GAIN will file with the SEC and furnish to GAIN's stockholders a proxy
statement and other relevant documents. This press release does not constitute a
solicitation of any vote or approval. Stockholders of GAIN are urged to read the
proxy statement when it becomes available and any other documents to be filed
with the SEC in connection with the proposed merger or incorporated by reference
in the proxy statement because they will contain important information about the
proposed merger.


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Investors will be able to obtain free of charge the proxy statement and other
documents filed with the SEC at the SEC's website at http://www.sec.gov. In
addition, the proxy statement will be available free of charge through GAIN's
website at www.ir.gaincapital.com as soon as reasonably practicable after it is
electronically filed with the SEC.
The directors, executive officers and certain other members of management and
employees of each of GAIN and INTL FCStone may be deemed "participants" in the
solicitation of proxies from stockholders of GAIN in favor of the proposed
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders of GAIN in
connection with the proposed merger will be set forth in the proxy statement and
the other relevant documents to be filed with the SEC. You can find information
about GAIN's executive officers and directors in the definitive proxy statement
on Schedule 14A in connection with GAIN's 2019 Annual Meeting of Shareholders,
filed with the SEC on April 30, 2019.
Item 9.01. Financial Statements and Exhibits
  Exhibit 99.1 Press release dated February 27, 2020.
  Exhibit 99.2 Investor Presentation

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