StoneX Announces $625M Senior Secured Notes Offering for 2032

StoneX Group Inc. (NASDAQ: SNEX), a major player in global financial services, has announced the pricing of a $625 million debt offering. The company plans to issue 6.875% Senior Secured Notes due in 2032, marking a key step in financing its planned purchase of R.J. O‘Brien (RJO). This offering, expected to close around July 8, 2025, highlights StoneX’s efforts to grow its presence in the financial services industry.

StoneX Senior Secured Notes 2032 Pricing and Terms

The $625 million Senior Secured Notes will be issued by StoneX Escrow Issuer LLC, a subsidiary created specifically for this deal. These notes carry an interest rate of 6.875% per year and mature in 2032. They are being offered privately to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as well as certain international investors under Regulation S.

Pricing these notes is an important part of StoneX‘s plan to fund the R.J. O’Brien acquisition. The money raised will be kept in escrow until the merger closes. Once the acquisition is finalized, StoneX Escrow Issuer LLC will merge into StoneX Group, and the funds will be released to complete the purchase.

How the StoneX Group Debt Offering Is Structured

The $625 million debt offering is designed to support StoneX‘s acquisition of R.J. O’Brien. At first, the notes will be secured only by a first-priority lien on the escrowed funds. After the merger closes, the notes will be fully guaranteed on a senior secured second lien basis by StoneX and its subsidiaries. This added guarantee provides more security for investors.

StoneX will take on the obligations of the notes after the acquisition, showing its long-term commitment to this transaction‘s financial strength. The guarantees will come from StoneX’s subsidiaries that already back its senior secured revolving credit facility and other senior debts.

It‘s important to note that the notes and their guarantees will be subordinated to StoneX’s existing senior secured debts, as outlined in an inter-creditor agreement. This means investors will know exactly where these notes stand compared to other company debt.

StoneXs Plan for the $625M Notes

StoneX intends to use the funds from this offering, along with cash on hand, to pay for the R.J. O‘Brien acquisition. The proceeds will cover the purchase price and related costs such as fees, premiums, and expenses. This acquisition is expected to boost StoneX’s position in the global financial market by expanding its products and services.

Once the merger is complete and the escrowed funds are released, StoneX plans to use R.J. O‘Brien’s strong market presence to strengthen its role as a top financial services provider. The acquisition is expected to create significant synergies and support StoneXs growth goals.

More Details on the StoneX Group Debt Offering

This debt offering is carefully structured to fully fund StoneX‘s acquisition while protecting investors. Initially, the notes won’t be guaranteed and will only be secured by the escrowed funds. But after the merger closes, the notes will be fully and unconditionally guaranteed on a senior secured second lien basis, giving investors greater security.

The notes will pay interest twice a year, with the first payment scheduled later this year. This setup ensures investors receive steady income while the merger and integration with R.J. OBrien take place.

Financing the R.J. OBrien Acquisition with $625M Notes

The main goal of this $625 million Senior Secured Notes offering is to finance StoneX‘s purchase of R.J. O’Brien, a leader in commodities brokerage. StoneX views this offering as a strategic move to enhance its services, grow market share, and access new growth opportunities worldwide.

This acquisition will help StoneX diversify its offerings and expand its reach, serving a broader range of commercial and institutional clients. It reflects StoneXs commitment to improving its business model and staying competitive in the financial services market.

Expected Closing and Whats Next

The $625 million Senior Secured Notes offering is expected to close by July 8, 2025, pending usual closing conditions. After the notes are issued and the escrowed funds are released, StoneX will move forward with integrating R.J. O‘Brien into its business. This acquisition is a major step that will open new market opportunities and strengthen StoneX’s global financial position.

As StoneX advances with this acquisition and debt offering, investors can expect a transformative period for the company, combining growth with financial stability. StoneXs strong financial foundation and strategic acquisitions position it well for future success in a competitive industry.

Important Cautionary Statement

The information in this announcement includes forward-looking statements based on current expectations and assumptions. These statements involve risks and uncertainties, and actual results may differ significantly due to factors like integration challenges, regulatory approvals, and market changes.

StoneX advises investors to review its filings with the Securities and Exchange Commission for a full understanding of risks related to this transaction. The company does not commit to updating these forward-looking statements unless required by law.

About StoneX Group Inc.

StoneX Group Inc. is a global leader in financial services, offering a wide range of solutions to companies, organizations, traders, and investors worldwide. Through its digital platforms and personalized service, StoneX connects clients to global markets, helping them manage risk, invest wisely, and improve business results. With over 4,700 employees in more than 80 offices around the world, StoneX serves a diverse client base, including commercial, institutional, and retail customers.