BEDMINSTER, N.J., July 31, 2020 /PRNewswire/ -- GAIN Capital
Holdings, Inc. (NYSE: GCAP) (the "Company") today provided notice
of a Make-Whole Fundamental Change to holders of its 5.00%
Convertible Senior Notes due 2022 (the "2022 Notes"). The
consummation of the previously announced transactions contemplated
by the Agreement and Plan of Merger, dated as of February 26, 2020 (the "Merger Agreement"), by
and among the Company, StoneX Group Inc. (formerly known as
INTL FCStone Inc.) (the "Parent") and Golf Merger Sub I Inc.
("Merger Sub"), constitutes a Make-Whole Fundamental Change under
the Indenture, dated as of August 22,
2017, governing the 2022 Notes (the "2022 Notes
Indenture").
The Merger Agreement provides for, among other things and
subject to the satisfaction or waiver of certain specified
conditions set forth therein, the merger of Merger Sub with and
into the Company (the "Merger"), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. Pursuant to the
Merger Agreement, each share of common stock, par value
$0.00001 per share, of the Company
(the "Common Stock") issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") (other than
shares of Common Stock held by Parent or Merger Sub, shares of
Common Stock owned by the Company (including shares held in
treasury) and shares of Common Stock owned by stockholders who have
properly made and not withdrawn or lost a demand for appraisal
rights under Delaware law) was
converted into the right to receive $6.00 in cash (the "Acquisition Price"), without
interest and subject to applicable withholding taxes (the "Merger
Consideration"). The Effective Time occurred on July 31, 2020.
Under Section 10.08 of the 2022 Notes Indenture, because the
Merger constituted a Merger Event, the right to convert the 2022
Notes into shares of Common Stock was changed to the right to
convert the 2022 Notes into the cash amount that a holder of a
number of shares of Common Stock equal to the applicable Conversion
Rate immediately prior to the Merger would have been entitled to
receive based on the Acquisition Price. In accordance with Section
9.01(d) of the 2022 Notes Indenture, the Company entered into a
supplemental indenture, dated as of July 31,
2020, with The Bank of New York Mellon, as Trustee, under
the 2022 Notes Indenture (the "Supplemental Indenture") to effect
such changes.
In addition, the consummation of the Merger constituted a
Make-Whole Fundamental Change under the 2022 Notes Indenture.
Pursuant to Section 10.07 of the 2022 Notes Indenture, the
Conversion Rate of the 2022 Notes has not been temporarily
increased. Noteholders are entitled to convert their 2022 Notes at
any time before 5:00 p.m.,
New York City time, on
August 31, 2020 into $732.06 in cash (without interest) per
$1,000 principal amount of 2022
Notes.
Finally, the consummation of the Merger constituted a
Fundamental Change. Pursuant to Section 3.01 of the 2022 Notes
Indenture, the Company is required to offer to repurchase the 2022
Notes of each noteholder for cash at a repurchase price equal to
100% of the principal amount of the 2022 Notes, together with
accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Repurchase Date of September 1, 2020. In order to exercise the
Fundamental Change Repurchase Right, the Holder must surrender its
Notes for repurchase and deliver to the Paying Agent a duly
completed Fundamental Change Repurchase Notice substantially in the
form set forth in Exhibit A to the Indenture, in each case, on or
prior to 5:00 p.m., New York City time, on August 31, 2020, the Business Day immediately
preceding the Fundamental Change Repurchase Date (the "Fundamental
Change Expiration Time"). This press release is not an offer to
repurchase the 2022 Notes.
The Company has separately delivered to all noteholders, the
Trustee and the Paying Agent, with respect to the 2022 Notes, a
notice of the Merger Event and execution of the Supplemental
Indenture, the occurrence of the effective date of the Fundamental
Change and Make-Whole Fundamental Change, and the conversion and
repurchase rights at the option of the noteholders arising as a
result thereof. Copies of such notices are available on the
Company's website (https://www.gaincapital.com). Noteholders should
read carefully such notices, as they contain important information
as to the procedures and timing for the exercise of the
noteholders' conversion and repurchase rights.
The Trustee, Paying Agent and Conversion Agent under the 2022
Notes Indenture is The Bank of New York Mellon. For questions or
assistance related to converting the 2022 Notes, the noteholders
should contact The Bank of New York Mellon, Corporate Trust
Administration at mary.miselis@bnymellon.com. All other
questions may be directed to Jonathan
Kay at ir@gaincapital.com at the Company.
None of the Company, Parent, the Company's or Parent's
respective boards of directors, employees, advisors or
representatives, or The Bank of New York Mellon, the Trustee,
Paying Agent and Conversion Agent under the 2022 Notes Indenture,
is making any representation or recommendation to any noteholder as
to whether or not to surrender or convert such holder's
Notes. Noteholders must decide how many Notes they will
tender, if any.
About GAIN Capital Holdings, Inc.
GAIN Capital provides innovative trading technology and
execution services to retail and institutional investors worldwide,
with multiple access points to OTC markets and global exchanges
across a wide range of asset classes, including foreign exchange,
commodities, and global equities. GAIN Capital is
headquartered in Bedminster, New
Jersey, with a global presence across North America, Europe and the Asia
Pacific regions.
About StoneX Group Inc.
StoneX Group Inc. (NASDAQ:SNEX) through its subsidiaries,
connects its clients with the global markets across asset classes –
providing execution, post-trade settlement, clearing and custody
services. Clients use its institutional-grade digital
platforms, high-touch services and deep expertise to pursue trading
opportunities, make investments, efficiently manage their market
risks and improve their performance.
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SOURCE GAIN Capital Holdings Inc.
