M&A - StoneX Group Inc.
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.
Document Link: View Document
Additional details:
Item 1: Merger Agreement
Item 2: Closing Cash Consideration of $625 million
Item 3: Shares of common stock valued at $275 million
Item 4: Majority shareholder consent required
Item 5: Regulatory approvals and waiting period required
Item 6: Support agreements in place from RTS shareholders
Item 7: Financing commitment letter with Bank of America
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