StoneX Group Inc. (NASDAQ:SNEX) today announced an offering, subject to market conditions and other factors, of $625.0 million in aggregate principal amount of Senior Secured Notes due 2032 to be issued by its wholly-owned subsidiary, StoneX Escrow Issuer LLC.

The Notes and the related Note guarantees will be offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain persons outside the United States pursuant to Regulation S under the Securities Act.

StoneX Escrow Issuer LLC, which was created solely to issue the Notes in connection with the Merger, will deposit the gross proceeds of the offering into a segregated escrow account until the date that certain escrow release conditions are satisfied.

Upon the closing of StoneX’s proposed acquisition of R.J. O’Brien (RJO), StoneX Escrow Issuer LLC will merge with and into StoneX, and the Escrowed Proceeds will be released. The Company will thereupon assume the obligations under the Notes.

Upon the closing of the Merger and release of the Escrowed Proceeds, the Company intends to use the proceeds from the offering together with cash on hand to pay the purchase price and related fees, costs, premiums and expenses in connection with Merger.

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. 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. The guarantees are subject to release under specified circumstances.

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.