GAIN Capital provides notice to holders of its 5.00% Convertible Senior Notes due 2022

Maria Nikolova

The consummation of the merger with StoneX constitutes a fundamental change.

Online trading major Gain Capital Holdings Inc (NYSE:GCAP) today provided notice of a Make-Whole Fundamental Change to holders of its 5.00% Convertible Senior Notes due 2022. This follows the announcement about the completion of the acquisition of GAIN by StoneX Group, formerly known as INTL FCStone.

The consummation of the transactions contemplated by the Agreement and Plan of Merger constitutes a Make-Whole Fundamental Change under the Indenture, dated as of August 22, 2017, governing the 2022 Notes.

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shares of Common Stock owned by GAIN and shares of Common Stock owned by stockholders who have properly made and not withdrawn or lost a demand for appraisal rights under Delaware law) was converted into the right to receive $6.00 in cash, without interest and subject to applicable withholding taxes. 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, GAIN 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.

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 are advised to contact The Bank of New York Mellon, Corporate Trust Administration at [email protected] All other questions may be directed to Jonathan Kay at [email protected]

Read this next

Executive Moves

XS.com hires Ahmed Negm, a popular market analyst on CNBC, Sky News, Bloomberg’s Asharq

“Ahmed’s expertise and passion for understanding the intricacies of the financial markets will be invaluable as we continue to grow our client base and expand into new jurisdictions.”

Institutional FX

ATFX uses blockchain to help clients verify IBs and vice versa

ATFX said it has been working on the IB verification project for a few months.

Industry News

Research market in dire straits as SEC’s ‘no-action’ letter on MiFID II lapses in June – survey

“Of all the regulatory news that has hit the research market in the last few months, this is the one change that will fundamentally impact what fund managers can access and pay for in future.”

Executive Moves

Wombat appoints ex-abrdn Richard Charnock as UK platform turns to Europe

Launched in 2019, Wombat provides a dedicated mobile investing platform – available on both iOS and Android – offering users both range and choice.

Institutional FX

Broadridge integrates Point Focal’s pre and post-market reports

“Point Focal provides a unique lens on the market which will help add alpha to the trading process and these new insights will rapidly improve performance while mitigating execution risk and simplify trading.”

Technology

XCritical integrates with Brokeree Solutions, allowing its clients to launch copy trading 

The forex software provider – XCritical, has integrated Social Trading by Brokeree Solutions into their CRM system.

Industry News

HKEX partners with Saudi exchange for cross listings, ESG, Fintech

“The Kingdom of Saudi Arabia, and the broader Middle Eastern region, are one of the world’s most dynamic and exciting economic and innovation hubs and also home to some of the fastest growing investor groups in the world. Hong Kong and HKEX’s markets offer significant opportunities for international investors and corporates, including unrivalled connectivity to the Mainland Chinese markets through our unique Connect programmes. This agreement signals the beginning of even greater collaboration between our companies and our home markets, and we look forward to exploring many future areas of cooperation.”

Executive Moves

CMC Markets Connect relocates APAC team led by Peter Foster to Singapore

“Singapore is a vibrant city and is now undoubtedly seen as Asia’s leading financial hub. The decision to bolster the CMC Markets Connect team here will help us cement the company’s position as a leading provider of multi asset liquidity and comprehensive trading solutions across the region.”

Retail FX

Italian watchdog red flags Olympus Brokers, UnicoFX and Allfina Group

Italy’s Commissione Nazionale per le Società e la Borsa (CONSOB) has shut down new websites in an ongoing clampdown against firms it accuses of illegally promoting investment products in the country.

<