StoneX Group Launches $625M Senior Secured Notes

StoneX Group has announced the launch of a $625.0 million private offering of Senior Secured Notes due 2032, through its wholly-owned subsidiary, StoneX Escrow Issuer LLC. The offering is subject to market conditions and other customary factors.

StoneX Escrow Issuer LLC is offering the Notes, along with their associated guarantees, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to certain international investors under Regulation S. The company established StoneX Escrow Issuer LLC solely to issue these Notes in connection with its proposed acquisition of R.J. O’Brien. O’Brien (RJO), one of the oldest and most prominent futures brokers in the United States.

StoneX Group Launches $625M Senior Secured Notes

StoneX Escrow Issuer LLC will deposit the proceeds from the offering into a segregated escrow account, where they will stay until specific escrow release conditions are available. Once the RJO acquisition closes successfully, StoneX Escrow Issuer LLC will merge with and into StoneX Group, and StoneX will release the escrowed funds. At that point, StoneX will assume the obligations under the Notes.

Moreover, the company plans to use the proceeds—along with existing cash reserves—to fund the purchase price and cover associated transaction costs related to the merger.

Until StoneX finalizes the merger, it will secure the Notes solely with a first-priority lien on the escrowed proceeds, and the Notes will remain unguaranteed. Upon closing, certain existing and future subsidiaries of StoneX will fully guarantee the Notes on a senior secured second-lien basis, subject to specified release conditions. These subsidiaries will secure the guarantees with liens on substantially all of the Company’s and guarantors’ assets, subject to certain exceptions and permitted liens.

So, this debt offering marks a significant step in StoneX Group’s planned acquisition of R.J. O’Brien, reinforcing its commitment to expanding its global footprint in the financial services and commodities trading sectors. By securing financing in advance and structuring it through an escrow arrangement, StoneX demonstrates both financial discipline and confidence in the successful completion of the merger.

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