Stonex Group Inc. has announced the pricing of $625.0 million in aggregate principal amount of 6.875% senior secured notes due 2032. The notes are to be issued by its wholly-owned subsidiary, Stonex Escrow Issuer LLC. The offering is expected to close on or about July 8, 2025.
Stonex Escrow Issuer LLC, created solely to issue the notes in connection with the merger of R.J. O’Brien, will deposit the gross proceeds of the offering into a segregated escrow account until certain escrow release conditions are satisfied. Upon the closing of the merger, the company will assume the obligations under the notes.
Until the completion of the merger, the notes will not be guaranteed and will be secured only by a senior secured first priority lien on the escrowed proceeds. However, upon the closing of the merger, the notes will be 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.
Additionally, upon the closing of the merger, the notes and the related guarantees will be 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 notes are expected to pay interest semi-annually, in arrears, at a rate of 6.875% per annum.
It is important to note that 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. 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 may not be offered or sold in the United States absent registration or applicable exemptions from registration requirements. Following these announcements, the company's shares moved 2.02%, and are now trading at a price of $88.23. For more information, read the company's full 8-K submission here.
