Stonex Group Inc. · NASDAQ:SNEX
Stonex — Merger or Acquisition (April 2025)
20 slides from Stonex's merger presentation, Apr 14, 2025
Slide 1: Acquisition of R.J. O'Brien
- + April2025 Acquisition of R.J. O’Brien . StoneX Group Inc.
Slide 2: Disclaimer
Disclaimer The StoneX Group ine. group of companies provides financial services worldwide, including physical commodities, securities, exchange-traded and over-the-counter derivatives, risk management, global payments and foreign exchange products, through its subsidiaries, in accordance with applic
Slide 3: Presenters
Presenters Sean O'Connor Gerry Corcoran Bill Dunaway Executive Vice-Chairman CEO and Chairman of the Chief Financial of the Board of Directors Board of Directors Officer . a a . StonexX BaRJO'Brien StoneX StoneX’
Slide 4: Agenda
Agenda = Transaction Summary =» RJ. O'Brien Overview =» Acquisition Rationale and Combined Business Overview StoneX
Slide 5: Transformational Transaction
Transformational Transaction The acquisition of R.J. O’Brien positions StoneX as a market leader in global derivatives and reinforces our position as an integral part of the global financial market infrastructure offering institutional grade global market access, with end-to- end clearing and execut
Slide 6: Transaction Summary
Transaction Summary Transaction Overview Consideration and Leverage Summary of Synergies Timetable StoneX’ StoneX has agreed to acquire all of the shares of Ru. O’Brien (“RJO") for $900 million subject to customary purchase price adjustments, plus assumption of up to $143 million in debt = Considera
Slide 7: StoneX at a Glance
StoneX at a Glance 40+ Exchanges utior 54,000* 400,000+ vss? $1,777M Institutional, Self-Directea/Retall Equity Capital Srinath Client Accounts Payments Clients = Listed Derivative Contracts Traded!® ‘oss 6 continents Stone (1) Represents the G12025 quarterty average OX" Teetelmevesese 9 /CF0 Serie
Slide 8: Track Record of Successful M&A
Track Record of Successful M&A Solid balance sheet, favorable regulatory position and publicly traded status make StoneX an appealing partner to acquisition targets Bown & Bexciainid CCD Dec-18 Nov-22 ‘Mar-25° Grrnvconmence 4tUOB 4 P sonwn|caera. octo & Sep-18 Mar-19 Feb-20 van-25 Bi neomsnn rope GX
Slide 9: currency icon gold bars icon person icon office icon connected icon ▪ ▪ ▪
currency icon gold bars icon person icon office icon connected icon ▪ ▪ ▪ ▪
Slide 10: Acquisition Rationale
Acquisition Rationale 1) Transformational opportunity to significantly strengthen position as a leading FCM Expanded products and capabilities to be delivered to RJO’s clients, leading to material y revenue synergies StonexX EARJO'Brien ® Significant cost synergies and increased operating efficiency
Slide 11: Industry Overview: Futures Market
Industry Overview: Futures Market Growing Futures Market = Increasing demand for derivative products to hedge and risk manage global economic uncertainty * Innovation driving the expansion of the number of products and entrance of new commodity classes (eg cryptocurrencies and carbon credits) * Grow
Slide 12: Customer assets ranking of futures commission merchants
$12,101 $8,664 $8,279 $7,161 $6,150 $5,951 $2,431 $1,011 $932 Stone X + RJO INT ERACTI VE BROKERS LLC MAREX CAPIT AL MARKETS INC ADM INVESTOR SERVICES INC RJ OBRIEN ASSOCI ATE S LLC STONEX FINANCIAL INC WE DBUSH SECURITIE S INC TRAD EST ATION SECURITIE S INC PH ILLIP CAPI TAL INC (2)
Slide 13: StoneX and RJO's Complementary Customer Bases
StoneX and RJO’s Complementary Customer Bases Net Operating Revenue by Customer Segment Stonex EER)0 Brien Combined 32% 34% 34% Includesrevenue from Institutional Introducing Brokers abe 65% 48% 9 includes introduc Commercial 39% rover segment ii 3% i 14% Q Retail 10% 9% q = NA Payments StoneX’ »= 1
Slide 14: Capabilities comparison
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Slide 15: StoneX's Broader Product Capabilities
StoneX’s Broader Product Capabilities Driving significant revenue synergies and increases client stickiness StoneX’s Core Services StoneX EARO'Brien Cross-Sell Opportunities Global Execution, Clearing and Custody Risk Management and Hedging ity Provider and Market-Maker Global Market Access via Digi
Slide 16: Significant Synergy Opportunities
Significant Synergy Opportunities Combination Reduces Operating Expenses and Releases Excess Regulatory Capital = Combination of FCMs and trading operations, removing duplication and harmonizing clearing technology and platforms, eliminating redundant infrastructure and support - adopting a best-of-
Slide 17: Sources & Uses and Pro Forma Capitalization
Sources & Uses and Pro Forma Capitalization (Smm) Sources & Uses Renewed Revolving Credit Facility (500mm) $188 Equity Purchase Price $900 New Second Lien Notes 625 Refinance RUO Subordinated Debt 138" Shares to Seller 275 Existing Revolving Credit Facility 50” Transaction Fees and Expenses Cash & C
Slide 18: Pro Forma Financial Overview
Pro Forma Financial Overview Attractive financial profile, accretive to growth and profitability StoneX’ —_ ERJO'Brien Impacts Combined 0 Additional Revenue Opportunities perating Ravence $3,605mm $766mm $4,300mm+ $50mm+ Expense Synergies Adj. EBI $529mm $170mm $750mm+") + i & Sj =Net Income $277mm
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Slide 20: Adjusted EBITDA Reconciliation
Adjusted EBITDA Reconciliation StoneX’ EaRJO'Brien 7712/31/24 TTM 12/31/24 Net income from continuing operations $277 $101 Interest expense 1256 141 Depreciation and amortization 58 14 Income tax expense 99 28 EBITDA $1,689 $283 Amortization of share-based compensation a Interest expense attributabl