8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2018

INTL FCStone Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23554	59-2921318
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

708 Third Avenue, Suite 1500, New York, New York 10017

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 485-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01Regulation FD Disclosure.

On October 30, 2018, INTL FCStone Inc. issued a press release announcing its decision to withdraw its previously-announced senior secured notes offering due to unfavorable market conditions.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated October 30, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2018 INTL FCStone Inc. By:/s/ Brian T. Sephton Brian T. Sephton, Chief Legal & Governance Officer

Exhibit Index

Exhibit No.	Description of Document
Exhibit 99.1	Press release dated October 30, 2018.

EX-99.1

INTL FCStone Inc. Announces Withdrawal of Proposed Private Offering of $350 Million of Senior Secured Notes

NEW YORK, October 30, 2018 - INTL FCStone Inc.(NASDAQ:INTL) (the "Company") today announced that it has withdrawn its previously announced private offering of $350 million of senior secured notes due 2023 (the "Notes"), in response to unfavorable market conditions.

Sean O’Connor, the Company’s CEO, said, “The current volatility in the markets is not conducive to our completing an offering on terms that are acceptable to us. We have the flexibility to be opportunistic about the timing of such an offering and we will review our decision as and when market conditions regain stability. We would like to thank investors for their time during the roadshow, and the interest displayed in our offering.”

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 has there been 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 were being made only by means of a private offering memorandum.

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 SEC (including under “Risk Factors” in those filings). Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.

Contact

INTL FCStone Inc.

Kent Coughlin

Director of Public Relations

+615-234-2756

kent.coughlin@intlfcstone.com

INTL-G