Company Provides Expectations for Key Financial Metrics for Fiscal
First Quarter 2009
NEW YORK -- June 17, 2008--MF Global Ltd. (NYSE:
MF), a leading broker of exchange-listed futures and options, today
announced that it intends to offer approximately $150 million of
non-cumulative perpetual convertible preference shares (plus up to an
additional 20 percent under an option to be granted to the initial
purchasers) and $150 million of convertible senior notes (plus up to
an additional 20 percent under an option to be granted to the initial
purchasers), in two private offerings. The proceeds of the offerings
together with other components of the company's capital plan will be
used to repay its outstanding bridge loan due in December 2008.
The convertible preference shares will bear dividends on a
non-cumulative basis, which dividends will be payable only when, as
and if declared by the board of directors out of legally available
surplus. The shares will be convertible at the holder's option into
the company's common shares. The shares are not subject to redemption
but the company has the right to require conversion after five years
if the market price of the common shares exceeds 125% of the
conversion price. The dividend rate, conversion rate, and other
pricing terms have not yet been determined and are subject to change.
The convertible senior notes will pay interest and are expected to
have a maturity of 30 years, subject to redemption at the company's
option after five years and a mandatory right of holders to require
repurchase at various dates after five years. The notes will be
convertible at the holder's option into the company's common shares at
any time following their issuance. The interest rate, conversion rate,
and other pricing terms have not yet been determined and are subject
to change.
The offerings are expected to price this week. The convertible
preference shares and convertible senior notes will not be registered
under the Securities Act of 1933 and may not be offered or sold in the
United States without an available exemption from registration.
The offerings follow the company's previous announcement that it
received a $300 million backstop commitment from an affiliate of J.C.
Flowers & Co. LLC to purchase a separate series of convertible
preference shares. Under the terms of the backstop commitment, J.C.
Flowers will purchase up to $300 million of a separate series of
convertible preference shares, reduced by the amount sold in the
private offering of convertible preference shares described above, but
not less than a minimum amount of $150 million.
Fiscal First Quarter 2009 Update
MF Global is also providing an update on its current fiscal first
quarter 2009.
- Estimated net revenue is expected to range from approximately
$360 to $390 million for the fiscal first quarter 2009. The
company also estimates the narrowing of short term credit
spreads has had a negative impact on net interest income and
overall pre-tax margins in the first quarter. For liquidity
purposes, the company strategically positioned its client
assets in short-term overnight securities in the fiscal fourth
quarter of 2008. The company believes that rising interest
rates and or a steepening of the zero to two year yield curve
creates opportunities to enhance its interest income over the
fiscal second, third and fourth quarters of 2009.
- Estimated total volume is expected to range from 530 to 580
million lots for the first quarter.
- Client assets at the end of May were approximately $15.4
billion.
- The company also now expects increased non-compensation costs
in the current quarter as a result of ongoing changes to its
business information, risk management and monitoring systems
and corresponding increases in professional fees. The company
expects some of these costs to only impact its current quarter
while other of these costs will be permanent in nature and
will be reflected in the company's results. The company is not
yet in a position to fully quantify the amount of these costs
for the current quarter or for future periods.
- In addition, the company expects one-time termination costs of
$6 to $8 million in pre-tax income in the first quarter from a
strategic realignment of staff around the globe. However, the
company expects cost savings from these efforts to be realized
over the latter part of this fiscal year and the early part of
fiscal 2010.
ABOUT MF GLOBAL
MF Global Ltd. (NYSE: MF) is the leading broker of exchange-listed
futures and options in the world. It provides independent execution
and clearing services for exchange-traded and over-the-counter
derivative products as well as for non-derivative foreign exchange
products and securities in the cash market. MF Global is uniquely
diversified across products, trading markets, customers and regions.
Its worldwide client base of more than 138,000 active accounts ranges
from financial institutions, industrial groups, hedge funds and other
asset managers to professional traders and private/retail clients. MF
Global operates in 12 countries on more than 70 exchanges, providing
access to the largest and fastest growing financial markets in the
world. It is the leader by volume on many of these markets and on a
single day averages eight million lots, more than most of the world's
largest derivatives exchanges. For more information, please visit
mfglobal.com.
FORWARD-LOOKING STATEMENT
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: Forward-looking statements in this press release,
including statements relating to the Company's future revenues and
earnings, plans, strategies, objectives, expectations and intentions,
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that
such forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy, and
some of which might not be anticipated. We caution you not to place
undue reliance on these forward-looking statements. We refer you to
the Company's filings with the Securities and Exchange Commission
(SEC) for a description of the risks and uncertainties the Company
faces.
CONTACT: MF Global Ltd.
Media:
Diana DeSocio, 212-589-6282,
ddesocio@mfglobal.com
or
Investors:
Courtney Oldrin, 212-589-6592,
coldrin@mfglobal.com
SOURCE: MF Global Ltd.