M&A - StoneX Group Inc.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000091376025000120

Filing Summary: On June 23, 2025, StoneX Group Inc. announced via a press release that its wholly-owned subsidiary, StoneX Escrow Issuer LLC, priced a previously-announced offering of $625 million in senior secured notes due 2032. This offering is in connection with the proposed acquisition of R.J. O'Brien, referred to as the 'Merger'. Upon the closing of the Merger, StoneX Escrow Issuer LLC will merge with StoneX Group Inc., which will assume the obligations under the Notes. The document includes pre-acquisition financial statements for R.J. O'Brien and pro forma financial information reflecting the proposed acquisition as well as other transactions. Additionally, audited and unaudited financial statements of R.J. O'Brien for the respective periods are attached as exhibits.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000091376025000063

Filing Summary: On April 13, 2025, StoneX Group Inc. entered into a Merger Agreement with RTS Merger Sub Inc. and RTS Investor Corp. The Merger will involve Merger Sub merging with RTS, making RTS a wholly owned subsidiary of StoneX. The agreement outlines a cash consideration of $625 million, subject to adjustments based on RTS's Tangible Book Value, and additional shares of StoneX common stock valued at $275 million based on a volume-weighted average trading price (VWAP) prior to the Closing. Various conditions must be met for the merger to proceed, including regulatory approvals and shareholder consent. The agreement also includes typical representations, warranties, and covenants for such transactions. Stockholder support agreements were also signed, confirming support for the transaction. A commitment letter for financing has been established with Bank of America to support the cash component of the merger.