Sean O'Connor, StoneX's Executive Vice-Chairman, called the deal "a transformational transaction for StoneX, establishing us as a leading global derivatives clearing firm and reinforcing our position as an integral part of the global market structure across asset classes." Gerry Corcoran, RJO's Chairman and CEO, said the companies were "extraordinarily excited about this partnership between two great companies that each bring over a century of history in the futures industry and complementary capabilities, products, services, and cultures," and he continued on with StoneX in a senior leadership role following closing.
StoneX valued the acquisition at approximately $900 million in equity value, financed through a combination of cash and stock. Under the merger agreement (an Agreement and Plan of Merger dated April 13, 2025 among StoneX, merger subsidiary RTS Merger Sub Inc., target parent RTS Investor Corp. -- RJO's holding company -- and Westmoor Trail Partners LLC as equityholder representative), RTS equityholders were entitled to receive $625,000,000 of cash (subject to adjustment based on RTS's tangible book value versus an agreed benchmark) plus shares of StoneX common stock valued at $275,000,000, based on a ten-trading-day volume-weighted average price of StoneX stock subject to a collar of 85% to 115% of $77.50 per share. StoneX also disclosed it would assume up to $143 million of existing RJO debt. At signing, StoneX estimated the stock component at approximately 3.5 million shares.
At closing on July 31, 2025, StoneX reported in its Form 8-K (Item 2.01) that it paid RTS equityholders, option holders and SAR holders aggregate consideration of $610,566,926 in cash (subject to post-closing adjustment) plus 3,085,554 shares of StoneX common stock, with fractional shares paid in cash. StoneX stated the final cash purchase price reflected RJO's tangible book value coming in above the agreed benchmark due to strong operating performance, partly offset by RJO's transaction expenses. The merger agreement had also conditioned closing on RTS's tangible book value being not less than $400,000,000 and RTS's subordinated debt not exceeding an agreed limit.
RJO generated $766 million in revenue and approximately $170 million in EBITDA during calendar 2024, according to the companies. The acquisition added more than 75,000 client accounts and nearly 300 introducing brokers to StoneX's network, grew StoneX's client float by nearly $6 billion (to over $13 billion combined), and was projected to increase StoneX's cleared listed derivatives volume by 190 million contracts annually. StoneX said the deal would strengthen its position as a leading FCM and expand its institutional-grade execution, clearing, custody and prime brokerage across asset classes, with cross-sell opportunities expected to drive revenue synergies particularly in OTC derivatives, physical commodity trading, and fixed income products. StoneX targeted more than $50 million in annual expense synergies and at least $50 million in one-time capital synergies from consolidating operations; the companies did not disclose a specific phase-in timeline for these synergies. StoneX said the acquisition was expected to enhance its margins, earnings per share, and return on equity, without disclosing a specific accretion/dilution percentage.
Financing: Bank of America acted as exclusive financial advisor to StoneX and also provided committed debt financing for the acquisition. In connection with signing, StoneX entered into a commitment letter with Bank of America, N.A. and BofA Securities, Inc. for (i) a senior secured 364-day bridge loan facility of up to $625 million and (ii) a backstop senior secured revolving credit facility of up to $500 million (available only if certain amendments to StoneX's existing credit facilities were not effective by closing). StoneX stated it intended to finance the cash consideration through capital markets transactions rather than draw on the bridge facility to the extent possible. Consistent with that plan, on July 8, 2025 a wholly owned financing subsidiary, StoneX Escrow Issuer LLC, issued $625,000,000 in aggregate principal amount of 6.875% Senior Secured Notes due 2032 under an indenture with The Bank of New York Mellon as trustee, with proceeds held in escrow pending closing. On the July 31, 2025 closing date, the escrow release conditions were satisfied, the escrowed proceeds were used to fund a portion of the cash purchase price and related fees and expenses, and StoneX (as successor to the escrow issuer) assumed the notes, which became guaranteed and secured on a second-priority basis by StoneX's existing credit facility collateral package.
Davis Polk & Wardwell LLP served as StoneX's legal counsel. On the target side, Broadhaven Capital Partners acted as exclusive financial advisor to RJO, and Mayer Brown LLP served as RJO's legal advisor.
Under the merger agreement, closing was conditioned on, among other things: accuracy of representations and warranties, compliance with covenants, expiration/termination of the HSR Act waiting period and receipt of other antitrust/foreign-investment clearances, receipt of approvals from governmental authorities and financial regulators, absence of any law or order prohibiting the merger, the affirmative vote of holders of a majority of RTS's outstanding Class 1 common stock (concurrently with signing, certain RTS stockholders entered into support agreements agreeing to deliver written consents approving the merger, subject to a time-limited lock-up on the stock consideration), consent of certain StoneX contract counterparties, and the RTS tangible book value and subordinated debt conditions noted above. The agreement could be terminated by mutual consent, by either party if closing did not occur within six months of signing, upon a final non-appealable order prohibiting the merger, for an uncured breach causing a closing-condition failure, or for a material adverse effect on either party; the filings reviewed do not disclose a specific termination fee dollar amount. StoneX also obtained a representation-and-warranty insurance policy in connection with signing. Pro forma condensed combined financial information for the combined company, prepared under SEC Regulation S-X Article 11, was filed as Exhibit 99.4 to a Form 8-K dated June 24, 2025, along with RTS's audited 2024 and reviewed first-quarter 2025 historical financial statements (Exhibits 99.2 and 99.3 to that same filing).
The transaction closed on July 31, 2025, making StoneX, in the companies' words, "the largest non-bank Futures Commission Merchant (FCM) in the United States."