The Notes will be guaranteed on a senior second lien secured basis by subsidiaries of the Company that guarantee the Company’s revolving credit facility. The Notes and the related guarantees will be secured by liens on substantially all of the Company’s and the guarantors’ assets, subject to certain customary and other exceptions and permitted liens. The liens on the Company’s and the guarantors’ assets that secure the Notes and the related guarantees will be contractually subordinated to the liens on the Company’s and the guarantors’ assets that secure the Company’s and their existing and future first lien secured indebtedness, including indebtedness under the Company’s revolving credit facility, as a result of the lien subordination provisions of an intercreditor agreement to be entered into by the collateral agent for the Notes and the agent for the Company’s revolving credit facility. The Notes are expected to pay interest semi-annually, in arrears.
The Company intends to use the net proceeds from the offering to repay in full indebtedness outstanding under its revolving credit facility and outstanding indebtedness of the Company’s operating subsidiaries, including amounts outstanding under committed and uncommitted credit facilities (but, in any event, not to permanently reduce the commitments under any of these facilities).
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, the related guarantees or any other security, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes and the related guarantees will be made only by means of a private offering memorandum.
The offer and sale of the Notes and related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction, and the Notes and related guarantees may not be offered or sold in
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements relating to the offering and as to the Company’s use of any net proceeds from the sale of the Notes, which are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors that could cause the Company’s actual results, prospects and opportunities to differ materially from those expressed in or implied by, the forward-looking statements, including the risk that the offering is not completed, the Company’s broad discretion over the use of any proceeds from the offering and the factors set forth in the Company’s filings with the
Director of Public Relations
Source: INTL FCStone Inc.