MIL-OSI: StoneX Group Inc. Announces Closing of $550 Million of Senior Secured Notes due 2031

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Source: GlobeNewswire (MIL-OSI)

NEW YORK, March 01, 2024 (GLOBE NEWSWIRE) — StoneX Group Inc. (the “Company”; NASDAQ: SNEX), today announced the closing of its previously-announced offering of $550 million in aggregate principal amount of 7.875% Senior Secured Notes due 2031 (the “Notes”). The Notes and the related Note guarantees were offered and sold 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.

The Notes are 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. The Notes and the related guarantees are 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 are 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 entered into by the collateral agent for the Notes and the agent for the Company’s senior secured revolving credit facility. The Notes pay interest semiannually, in arrears, at a rate of 7.875% per annum.

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 were made only by means of a private offering memorandum.

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.

Cautionary Note Regarding Forward-Looking Statements

Statements in this release that are not historical facts are “forward-looking” statements and “safe harbor statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in the Company’s public filings with the Securities and Exchange Commission. Forward-looking statements are based on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the expected use of proceeds. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks and other factors described in the Company’s periodic reports filed with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward- looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

StoneX Group Inc.

Investor inquiries:

Kevin Murphy

(212) 403 – 7296

kevin.murphy@stonex.com

SNEX-G

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