Company Also Intends to Register Common Shares Held by Former Parent Company
NEW YORK Feb. 24, 2009--
MF Global Ltd. (NYSE: MF), a leading intermediary offering customized
solutions in global cash, derivatives and related markets, today
announced the commencement of a cash tender offer to purchase any and
all of its $210 million outstanding 9.00% Convertible Senior Notes due
2038 (CUSIP Nos. 55276YAA4 and G60642AA6) (the “Notes”) at a purchase
price equal to $620 per $1,000 of the principal amount of such Notes. In
addition, with respect to the tendered Notes, MF Global will pay accrued
and unpaid interest up to, but not including, the date the Notes are
paid pursuant to the tender offer.
MF Global intends to fund its purchases of Notes in the tender offer
from available cash, which was recently augmented by $250 million in
excess regulatory capital distributed to the company by one of its
regulated subsidiaries.
If all of the outstanding Notes are tendered and accepted for payment,
MF Global’s interest expense will decline by approximately $19 million
per year on a GAAP basis. In addition, if all outstanding Notes are
tendered, the impact on the company’s quarterly calculation of GAAP
diluted earnings per share and non-GAAP diluted earnings per share would
reduce diluted shares outstanding by approximately 20 million shares.
The complete terms and conditions of the tender offer are set forth in
an Offer to Purchase, dated February 24, 2009, and the related Letter of
Transmittal.
The tender offer will expire at 12:00 midnight EST, on March 23, 2009,
unless earlier terminated or extended by MF Global (the “Expiration
Time”). The tender offer is not conditioned upon any minimum principal
amount of Notes being tendered. No tenders of Notes after the Expiration
Time will be valid. Payments of the purchase price for the Notes validly
tendered and not withdrawn on or prior to the Expiration Time and
accepted for purchase will be made promptly after the Expiration Time.
MF Global may, subject to applicable law, and as stated in the Offer to
Purchase, amend, extend or terminate the tender offer. Any Notes
repurchased will be cancelled and those Notes will cease to be
outstanding.
MF Global has retained J.P. Morgan Securities Inc. to serve as dealer
manager for the tender offer. Georgeson Inc. has been retained to serve
as the information agent, and U.S. Bank National Association has been
retained to serve as the depositary.
For additional information regarding the terms of the tender offer,
please contact J.P. Morgan Securities Inc. at (800) 261-5767. Requests
for copies of the Offer to Purchase, Letter of Transmittal or related
materials should be directed to Georgeson as indicated below. Questions
regarding the tender of Notes may be directed to U.S. Bank National
Association at (800) 945-4689.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The tender offer is
being made under the terms and subject to the conditions of the Offer to
Purchase and the related Letter of Transmittal. Holders of the Notes
should read carefully the Offer to Purchase and the related Letter of
Transmittal because they contain important information, including the
terms of and conditions to the tender offer. Holders of the Notes may
obtain copies of all the offering documents, including the Offer to
Purchase and Letter of Transmittal, free of charge, at the SEC’s Web
site (www.sec.gov)
or by directing a request to Georgeson, Inc. at 199 Water St., 26th
Floor, New York, N.Y. 10038-3560 and by telephone (212) 440-9800, for
banks and brokers or (866) 828-4304 for others.
Update on Man Group Ownership
Separately, at the request of its former parent company, Man Group plc,
MF Global intends to register the outstanding common shares currently
held by Man Group for sale under its registration rights agreement. Man
Group acquired these shares and registration rights at the time of MF
Global’s separation and initial public offering in July 2007.
Man Group currently holds approximately 22.3 million or 18.5 percent of
MF Global’s outstanding common shares. MF Global expects to file a shelf
registration statement in the next several weeks, although final
decisions have not been made about the amount or timing of any offering
or offerings. The proceeds of any offerings would be received by Man
Group.
MF Global’s business relationship with Man Group remains unchanged
including its exclusive clearing agreement with Man Investments, a
subsidiary of Man Group, to clear 90 percent of the firm’s listed
futures and options transactions of certain managed funds.
This notice is not an offer to sell any securities.
ABOUT MF GLOBAL
MF Global Ltd. (NYSE: MF), is a leading intermediary offering customized
solutions in global cash, derivatives and related markets. It provides
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 includes financial institutions, industrial
groups, hedge funds and other asset managers as well as professional
traders and private/retail clients. MF Global operates in 12 countries
on more than 70 exchanges, providing access to some of the largest and
fastest growing financial markets in the world and is the leader by
volume on many of these markets. For more information, please visit www.mfglobal.com.
FORWARD-LOOKING STATEMENT
Any statements in this press release relating to the Company's future
earnings per share, outstanding shares, cash, interest expense, note
purchase plans, financial results, plans, strategies, objectives,
expectations and intentions are forward looking statements. 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), including the Offer to Purchase, for a description of
the risks and uncertainties the Company faces.
Source: MF Global Ltd.
MF Global Ltd.
Media
Diana DeSocio, 212-589-6282
ddesocio@mfglobal.com
or
Investors
Lisa
Kampf, 212-589-6592
lkampf@mfglobal.com
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