Credit Facilities

12 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Credit Facilities

Credit Facilities

Committed Credit Facilities

The Company has four committed credit facilities under which the Company and its subsidiaries may borrow up to $1,000.0 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:

•A three-year $475.0 million first-lien senior secured syndicated loan facility is available to the Company for general working capital requirements and capital expenditures. The facility was amended on April 21, 2022 to replace the $236.1 million revolving credit facility and $165.4 million Term Loan A facility, values as of March 31, 2022, with a $475.0 million revolving credit facility and extend the maturity date to April 21, 2025. Prior to the amendment, the Company was required to make quarterly principal payments against the Term Loan equal to 1.25% of the original balance. During the year ended September 30, 2022, prior to its replacement, the Company made scheduled quarterly principal payments against the Term Loan equal to $4.9 million.

The revolving credit facility is secured by a first priority lien on substantially all of the assets of the Company and those of the Company’s subsidiaries that guarantee the credit facility. Per the terms of the amended facility, the commitment fees and interest rates are subject to decrease if the Company’s consolidated leverage ratio, as defined, decreases below certain thresholds. As of September 30, 2022, unused portions of the loan facility require a commitment fee of up to 0.625% on the unused commitment. The revolving credit facility is subject to variable rates of interest. As of September 30, 2022, borrowings under the facility bear interest at the Secured Overnight Financing Rate (“SOFR”), as defined, plus 3.00% or the Base Rate, as defined, plus 2.00%. Borrowings under the Base Rate and SOFR options were subject to interest rates of 8.25% and 6.15%, respectively, as of September 30, 2022. The agreement contains financial covenants related to consolidated tangible net worth, consolidated funded debt to net worth ratio, consolidated fixed charge coverage ratio and consolidated net unencumbered liquid assets, as defined. The Company was in compliance with all covenants under the loan facility as of September 30, 2022.

•An unsecured committed line of credit under which $75.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Inc to provide short term funding of margin to commodity exchanges as necessary. This line of credit is subject to annual review, and the continued availability of this line of credit is subject to StoneX Financial Inc’s financial condition and operating results continuing to be satisfactory as set forth in the agreement. Unused portions of the margin line require a commitment fee of 0.5% on the unused commitment. Borrowings under the margin line are on a demand basis and bear interest at the Base Rate, as defined, plus 2.00%, which was 5.75% as of September 30, 2022. The agreement contains financial covenants related to StoneX Financial Inc’s tangible net worth, excess net capital, and maximum net loss over a trailing twelve month period, as defined. StoneX Financial Inc was in compliance with these covenants as of September 30, 2022. The facility is guaranteed by the Company.

•A syndicated committed borrowing facility available to the Company’s wholly owned subsidiary, StoneX Commodity Solutions LLC, to finance commodity financing arrangements and commodity repurchase agreements. The facility was amended on July 28, 2022 to increase the amount available from $325.0 million to $400.0 million and extend the maturity date to July 28, 2024. The facility is secured by the assets of StoneX Commodity Solutions, and guaranteed by the Company. Unused portions of the borrowing facility require a commitment fee of 0.35% on the unused commitment. The borrowings outstanding under the facility bear interest at a rate per annum equal to the SOFR plus Applicable Margin, as defined, or the Base Rate plus Applicable Margin, as defined. Borrowings under the Base Rate and SOFR options were subject to interest rates of 6.25% and 5.41%, respectively, as of September 30, 2022. The agreement contains financial covenants related to tangible net worth, as defined. StoneX Commodity Solutions was in compliance with this covenant as of September 30, 2022.

•An unsecured syndicated committed borrowing facility under which $50.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Ltd for short term funding of margin to commodity exchanges. The borrowings outstanding under the facility bear interest at a rate per annum equal to 2.50% plus SOFR, as defined. The agreement contains financial covenants related to net tangible assets, as defined. StoneX Financial Ltd was in compliance with this covenant as of September 30, 2022. The facility is guaranteed by the Company. During November 2022, the facility was renewed to extend the maturity date to October 14, 2023.

Uncommitted Credit Facilities

During the year ended September 30, 2022, the Company executed a secured, uncommitted loan facility, under which StoneX Financial Ltd may borrow up to $45.0 million, collateralized by commodities warehouse receipts, to facilitate the financing of inventory of commodities, subject to certain terms and conditions of the credit agreement. There were $0.0 million and $25.0 million in borrowings outstanding under this credit facility as of September 30, 2022 and 2021, respectively.

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 at September 30, 2022 and 2021.

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 September 30, 2022 and 2021.

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 September 30, 2022 and 2021.

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

In June 2020, the Company issued $350 million in aggregate principal amount of its 8.625% Senior Secured Notes due 2025 (the “Senior Secured Notes”) at the offering price of 98.5% of the aggregate principal amount. The Company used the proceeds from the sale of the Senior Secured Notes to fund the preliminary cash consideration for the acquisition of Gain on the closing date, as further discussed in Note 20, to pay certain related transaction fees and expenses, and to fund the repayment of Gain’s 5.00% Convertible Senior Notes due 2022 (the “Gain Notes”).

The Senior Secured 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 Senior Secured Notes will mature on June 15, 2025. Interest on the Senior Secured 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. The Company incurred debt issuance costs of $9.5 million in connection with the issuance of the Senior Secured Notes, which are being amortized over the term of the Senior Secured Notes under the effective interest method. At any time on or after June 15, 2022, the Company may redeem the Senior Secured Notes, in whole or in part, at the redemption prices set forth in the indenture.

During the year ended September 30, 2021, the Company redeemed $1.6 million of the principal amount of the outstanding Senior Secured Notes, for 103% of the principal amount, plus accrued and unpaid interest.

During the year ended September 30, 2022, the Company redeemed the remaining $0.5 million of the principal amount of the Gain Notes.

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 Senior Secured Notes as of the periods indicated:

(in millions)
							Amounts Outstanding
	Borrower	Security	Renewal/Expiration Date	Total Commitment			September 30, 2022			September 30, 2021
Committed Credit Facilities
	Term Loan	(1)	N/A	$	—		$	—	(4)	$	170.1
	Revolving Line of Credit	(1)	April 21, 2025	475.0		(5)	260.0			—
	Senior StoneX Group Inc. Committed Credit Facility			475.0			260.0			170.1
	StoneX Financial Inc.	None	March 31, 2023	75.0		(5)	—			—
	StoneX Commodity Solutions LLC	Certain commodities assets	July 28, 2024	400.0		(5)	217.0			215.0
	StoneX Financial Ltd.	None	October 14, 2023	50.0		(5)	—			—
				$	1,000.0		$	477.0		$	385.1
Uncommitted Credit Facilities
	StoneX Financial Inc.	Commodities warehouse receipts and certain pledged securities	n/a	n/a		(5)	—			—
	StoneX Financial Ltd.	Commodities warehouse receipts	n/a	n/a		(5)	—			25.0
	Notes payable to bank	Certain equipment				(5)	8.1			8.6
	Senior Secured Notes	(2)				(4)	339.1		(3)	336.9
Total outstanding borrowings							$	824.2		$	755.6

(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 Senior Secured 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 Senior Secured 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 Senior Secured Notes are reported net of unamortized deferred financing costs and original issue discount of $8.8 million.

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

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

As reflected above, one of the Company’s committed credit facilities is scheduled to expire during the year ending September 30, 2023. The Company intends to renew or replace this facility as it expires, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.