Credit Facilities

9 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Credit Facilities

Credit Facilities

Committed Credit Facilities

The Company has four committed credit facilities, including a senior secured term loan, under which the Company and its subsidiaries may borrow up to $808.8 million, subject to the terms and conditions for these facilities. The amounts outstanding under these credit facilities carry variable rates of interest, thus approximating fair value. The Company’s committed credit facilities consist of the following:

•$408.8 million senior secured syndicated loan facility available to the Company for general working capital requirements and capital expenditures. During June 2021, the facility was amended to increase the revolving credit facility from $196.5 million to $236.1 million and to extend the maturity date to August 22, 2022. The facility also includes a Term Loan component with an original value of $196.5 million. The Company is required to make quarterly principal payments against the Term Loan equal to 1.25% of the original balance with the remaining balance due on the maturity date. During the nine months ended June 30, 2021, the Company made scheduled quarterly principal payments against the Term Loan equal to $7.4 million. Amounts repaid on the Term Loan may not be reborrowed.

•$75.0 million unsecured facility available to the Company’s wholly owned subsidiary, StoneX Financial Inc., to provide short-term funding of margin to exchange-clearing organizations, as necessary. The facility is subject to annual review and guaranteed by the Company.

•$300.0 million secured syndicated facility available to the Company’s wholly owned subsidiary, FCStone Merchant Services, LLC, to finance commodity financing arrangements and commodity repurchase agreements. The facility is guaranteed by the Company.

•$25.0 million unsecured syndicated facility available to the Company’s wholly owned subsidiary, StoneX Financial Ltd., for short-term funding of margin to exchange-clearing organizations. The facility is guaranteed by the Company.

Uncommitted Credit Facilities

The Company has a secured, uncommitted loan facility, under which StoneX Financial Ltd may borrow up to $25.0 million, collateralized by commodities warehouse receipts, to facilitate the financing of inventory of commodities, subject to certain terms and conditions of the credit agreement.

The Company has a secured, uncommitted loan facility under which StoneX Financial Inc. may borrow up to $75.0 million, collateralized by commodities warehouse receipts, to facilitate U.S. commodity exchange deliveries of its clients, subject to certain terms and conditions of the credit agreement. There were no borrowings outstanding under this credit facility as of June 30, 2021 and September 30, 2020.

The Company has a secured, uncommitted loan facility under which StoneX Financial Inc. may borrow for short-term funding of proprietary and client securities margin requirements, subject to certain terms and conditions of the agreement. The uncommitted amount available to be borrowed is not specified, and all requests for borrowing are subject to the sole discretion of the lender. The borrowings are secured by first liens on Company owned marketable securities or client owned securities which have been pledged to the Company. The amounts borrowed under the facilities are payable on demand. There were no borrowings outstanding under this credit facility as of June 30, 2021 and September 30, 2020.

The Company has secured, uncommitted loan facilities under which StoneX Financial Inc. may borrow up to $100.0 million for short-term funding of proprietary and client securities margin requirements, subject to certain terms and conditions of the agreement. The borrowings are secured by first liens on Company owned marketable securities or client owned securities which have been pledged to the Company. The amounts borrowed under the facilities are payable on demand. There were no borrowings outstanding under this credit facility as of June 30, 2021 and September 30, 2020.

Note Payable to Bank

In December 2020, the Company obtained a $9.0 million loan from a commercial bank, secured by equipment purchased with the proceeds. The note is payable in monthly installments, with the final payment due during December 2025. The note bears interest at a rate per annum equal to the Index rate, as defined in the agreement, plus 2.35%.

Senior Secured Notes

On June 11, 2020, the Company completed the issuance and sale of $350 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. During June 2021, the Company redeemed $1.6 million principal amount of outstanding Notes, for 103% of the principal amount, plus accrued and unpaid interest.

The Company used the proceeds from the issuance of the Notes to fund the consideration for the acquisition of Gain Capital Holdings, Inc., to pay acquisition related costs, and to fund the redemption of the Gain Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior second lien secured basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and by Gain and certain of its domestic subsidiaries.

The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. In connection with issuing the Notes, the Company incurred debt issuance costs of $9.5 million, which are being amortized over the term of the Notes under the effective interest method.

The following table sets forth a listing of credit facilities, the current committed amounts as of the report date on the facilities, and outstanding borrowings on the facilities, as well as indebtedness on a promissory note and the Notes as of the periods indicated:

(in millions)
							Amounts Outstanding
	Borrower	Security	Renewal/Expiration Date	Total Commitment			June 30, 2021			September 30, 2020
Committed Credit Facilities
	Term Loan	(1)	August 22, 2022	$	172.7	(4)	$	172.5	(3)	$	179.5
	Revolving Line of Credit	(1)	August 22, 2022	236.1		(5)	—			23.0
	Senior StoneX Group Inc. Committed Credit Facility			408.8			172.5			202.5
	StoneX Financial Inc.	None	April 1, 2022	75.0			—			—
	FCStone Merchants Services, LLC	Certain commodities assets	January 29, 2022	300.0		(5)	240.0			200.1
	StoneX Financial Ltd.	None	October 14, 2021	25.0		(5)	—			25.0
				$	808.8		$	412.5		$	427.6
Uncommitted Credit Facilities
	StoneX Financial Inc.	Commodities warehouse receipts and certain pledged securities	n/a	n/a			—			—
	StoneX Financial Ltd.	Commodities warehouse receipts	n/a	n/a		(5)	25.0			20.0
Note Payable to Bank		Certain equipment				(5)	8.7			—
Senior Secured Notes		(2)				(4)	336.2		(3)	336.0
Total outstanding borrowings							$	782.4		$	783.6

(1) The StoneX Group Inc. committed credit facility is secured by substantially all of the assets of StoneX Group Inc. and certain subsidiaries identified in the credit facility agreement as obligors, and pledged equity of certain subsidiaries identified in the credit facility as limited guarantors.

(2) The Notes and the related guarantees are 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 assets that secure the Notes and the related guarantees are contractually subordinated to the liens on the assets that secure the Company’s and the guarantors’ existing and future first lien secured indebtedness, including indebtedness under the Company’s senior committed credit facility.

(3) Amounts outstanding under the Term Loan and the Notes are reported net of unamortized deferred financing costs and original issue discount of $0.2 million and $12.1 million, respectively.

(4) Included in Senior secured borrowings, net on the Condensed Consolidated Balance Sheets.

(5) Included in Lenders under loans on the Condensed Consolidated Balance Sheets.

As reflected above, three of the Company’s committed credit facilities are scheduled to expire during the next twelve months following the quarterly period ended June 30, 2021. The Company intends to renew or replace the facilities as they expire, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.

The Company’s credit facility agreements contain financial covenants relating to financial measures on a consolidated basis, as well as on a certain stand-alone subsidiary basis, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net

worth ratio. Failure to comply with these covenants could result in the debt becoming payable on demand. As of June 30, 2021, the Company was in compliance with all of its financial covenants under its credit facilities.