b'Continuously Growing and ImprovingMarexs Entryinto the U.S. MarketIn the U.S. debt capital markets, substan- to accommodate strong investor interest. tially all investment grade debt offerings areThis was conducted in close proximity to the made pursuant to a shelf registration state- companys first follow-on equity offering. ment on Forms S-3 or F-3, which are tradi- The novelty and success of the transaction tional SEC forms reserved only for seasoned,earned it a place on IFLRs shortlist for 2025 experienced issuers with a sizeable publicDebt and Equity-Linked Deal of the Year. float or sizeable prior SEC-registered debtIn short order, the company became a issuances and a history of at least 12 monthswell-known seasoned issuer (WKSI), and of Exchange Act reporting. Registered medi- graduated to an F-3ASR. We assisted its bro-um-term note (MTN) offerings are made onker-dealer with securing necessary approvals these SEC forms, rarely on Form S-1 or F-1.and also assisted the company with the reg-Enter our intrepid client, Marex. Marex, aistration statement and related disclosures. global company with its roots in the UK,Now, Marex is making its mark as the sole is a fast growing, diversified global finan- U.S. non-bank holding company entrant cial services platform, providing liquidity,into the U.S. structured products market. market access and infrastructure services to clients in the energy, commodities and financial markets. The company has grown through acquisitions, as well as organically. It completed an IPO in early 2024, listing its ordinary shares on the Nasdaq. It now has a market capitalization of about $2.9 billion.However, being new to the U.S. debt cap-ital markets, the company was not eligible to use the traditional SEC forms. The com-pany wanted to access the U.S. registered debt capital markets in a timely fashion, without the constraints and challenges pre-sented by the SECs traditional forms for new, unseasoned issuers. Working together, we were able to structure and register a continuous offering of MTNs under Form F-1, and complete an inaugural U.S. debt issuance.Thisrequirednavigatingthe very technical rules and requirements that would enable the Company to conduct the offering on Form F-1. The inaugural offer-ing drew significant investor demand and needed to be upsized on the day of pricing12'