Item 7.01 Regulation FD Disclosure.
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 pursuant 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"), pursuant
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
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 100% 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 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 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.
99.1 Press Release dated May 28, 2020 (furnished herewith).
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