INTL FCStone Inc. (NasdaqGS:INTL) entered into a definitive agreement to acquire GAIN Capital Holdings, Inc. (NYSE:GCAP) from VantagePoint Capital Partners , IPGL Ltd., IPGL No 1 Limited, Dimensional Fund Advisors L.P., JB Capital Partners LP and others for approximately $240 million on February 26, 2020. Under the terms of the agreement, INTL FCStone will acquire GAIN Capital in an all-cash transaction. The GAIN Capital's stockholders will receive $6 per share, without interest, representing approximately $236 million in equity value. At the effective time, each GAIN restricted stock unit and GAIN restricted stock award that is outstanding shall immediately vest and shall be converted into the right to receive a cash payment equal to the per share merger consideration of $6 multiplied by the number of shares of GAIN common stock underlying such award, and with respect to any restricted stock unit that vests based on the achievement of performance goals if the performance period applicable to such award has concluded, the number of shares of GAIN common stock underlying such award shall be determined based on actual performance and if the performance period applicable to such award has not concluded, the number of shares of GAIN common stock underlying such award shall be calculated based on target performance.

Jefferies LLC has provided $350 million of private offering of Senior Secured Notes due 2025 of committed debt financing for the acquisition to INTL FCStone. INTL FCStone Inc. will also use cash on hand to fund the transaction. Post completion of the transaction, GAIN Capital would be surviving and becoming a wholly owned subsidiary of INTL. The agreement includes termination provisions for both GAIN and INTL, including if the merger has not been consummated on or before November 27, 2020 and provides that, in connection with a termination of the agreement under specified circumstances, GAIN will be required to pay INTL a termination fee of $9 million. Subject to the previous sentence, if the agreement is terminated because GAIN's stockholders failed to approve the merger at the stockholders meeting GAIN agrees to reimburse INTL for its reasonable out-of-pocket deal-related expenses of up to $3.5 million (which shall be credited against any termination fee payable). Sean O'Connor will continue to lead the combined firm, while GAIN Chief Executive Officer Glenn Stevens will continue to lead the former GAIN business within INTL FCStone.

The transaction is subject to approval by GAIN's stockholders, regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction has been approved by both INTL and GAIN's Board of Directors. In addition, VantagePoint Capital Partners, Michael Spencer's private investment group IPGL Ltd, IPGL No 1 Limited and Glenn Stevens, the Chief Executive Officer of GAIN, representing in aggregate approximately 44% of GAIN's stockholders, have entered into agreements to vote in favor of the transaction. As of April 27, 2020, the early termination notices has been approved by Federal Trade Commission. As of June 5, 2020, GAIN shareholders approved the transaction. The transaction is expected to be completed in mid-2020. As of April 23, 2020, the transaction is expected to complete during the 3rd quarter of 2020. It is anticipated to be immediately accretive to return on equity and earnings. As per April 29, 2020, Transaction is expected to complete in mid-2020. As of June 5, 2020, the transaction is expected to close in third quarter of 2020.

GCA Advisors LLC acted as exclusive financial advisor and fairness opinion provider to Gain Capital and will receive a fee for its services of approximately $4.75 million, $0.1 million of which has been earned upon the execution of the engagement agreement, $1 million of which was payable upon rendering of its opinion, and the balance of which will be paid contingent upon the consummation of the merger. Leonard Kreynin, Kyoko Takahashi Lin, Rachel D. Kleinberg, Frank J. Azzopardi, Hilary Dengel and Mark M. Mendez of Davis Polk & Wardwell LLP acted as legal advisor to GAIN. Jefferies LLC acted as financial advisor and Andrew Weil, Neal Aizenstein, Erin Kirchner, Richard Ashley, Ryan Vann, Marc Horwitz, Paolo Morante, Mary Dunbar, Claire Hall, Deanna Reitman, Miriam Petrillo, Michael McKee, Katherine Chew, Joe Bauerschmidt, Martin Jamieson, Timothy Lou, Robert Black, Russel Drew, James Chang, Qiang Li, Lance Miller and Kaoru Umino of DLA Piper acted as legal advisor to INTL FCStone. MacKenzie Partners, Inc. acting as an information agent for GAIN Capital and will be paid a fee of approximately $15,000 and will be reimbursed for its reasonable out- of- pocket expenses. Broadridge Corporate Issuer Solutions, Inc. acted as a proxy solicitor and transfer agent to GAIN. Nicholas Pattman and Derek Stenson of Conyers Dill & Pearman acted as legal advisor to StoneX Group Inc.

StoneX Group Inc. (NasdaqGS:SNEX) completed the acquisition of GAIN Capital Holdings, Inc. (NYSE:GCAP) from VantagePoint Capital Partners , IPGL Ltd., IPGL No 1 Limited, Dimensional Fund Advisors L.P., JB Capital Partners LP and others on July 31, 2020.