UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MF Global Holdings Ltd.

 

(Name of Issuer)

Common Stock, par value $1.00 per share

 

(Title of Class of Securities)

55277J 108

 

(CUSIP Number)

c/o J.C. Flowers & Co. LLC

717 Fifth Avenue, 26^th Floor

New York, NY 10022

Attention: Sally A. Rocker, Esq.

Telephone: (212) 404- 6800

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Gregory V. Gooding, Esq.

Telephone: (212) 909-6000

February 3, 2010

 

(Date of Event which Requires Filing Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   JCF MFG Holdco LLC   S.S. or I.R.S. Identification No. of Above Person   27-1786728
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       OO
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       12,000,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       12,000,000
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       12,000,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       9.0%
(14)		Type of Reporting Person       OO

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

---

CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   J.C. Flowers II L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0494093
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       OO
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       8,538,328
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       8,538,328
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       6.4%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   J.C. Flowers II-B L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0500587
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       OO
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       523,096
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       523,096
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       0.4%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   JCF Associates II L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0494094
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       9,061,424
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       9,016,424
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       6.8%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   JCF Associates II Ltd.   S.S. or I.R.S. Identification No. of Above Person   98-0494097
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       9,061,424
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       9,061,424
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       6.8%
(14)		Type of Reporting Person       OO

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   J.C. Flowers II-A L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0500592
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       OO
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Alberta, Canada
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       538,576
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       538,576
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       0.4%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   JCF Associates II-A L.P.   S.S. or I.R.S. Identification No. of Above Person   20-5093556
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       12,000,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       12,000,000
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       12,000,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       9.0%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   JCF Associates II-A LLC   S.S. or I.R.S. Identification No. of Above Person   20-5092853
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       12,000,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       12,000,000
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       538,576
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       9.0%
(14)		Type of Reporting Person       OO

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   Financial Service Opportunities L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0582926
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       OO
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       2,400,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       2,400,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       1.8%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   FSO GP L.P.   S.S. or I.R.S. Identification No. of Above Person   98-0588172
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       2,400,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       2,400,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       1.8%
(14)		Type of Reporting Person       PN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   FSO GP Ltd.   S.S. or I.R.S. Identification No. of Above Person   98-0588170
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       2,400,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -0-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       2,400,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       1.8%
(14)		Type of Reporting Person       OO

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 131,647,222 shares of Common Stock (as The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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CUSIP No. 55277J 108		Schedule 13D/A

 

(1)		Name of Reporting Person   J. Christopher Flowers   S.S. or I.R.S. Identification No. of Above Person
(2)		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
(3)		SEC Use Only
(4)		Source of Funds       AF
(5)		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization       U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With				(7)		Sole Voting Power*       -0-
				(8)		Shared Voting Power*       12,000,000
				(9)		Sole Dispositive Power*       -0-
				(10)		Shared Dispositive Power*       -12,000,000-
(11)		Aggregate Amount Beneficially Owned by Each Reporting Person*       12,000,000
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)		Percent of Class Represented by Amount in Row (11)*,±       9.0%
(14)		Type of Reporting Person       IN

 

*	See Item 5.

±

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.

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Item 1.

Security and Issuer

This Amendment No. 1 to the Statement on Schedule 13D originally filed on July 28, 2008 (the “Statement”) relates to the Common Stock, par value $1.00 per share (“Common Stock”) of MF Global Holdings Ltd., a Delaware corporation, (the “Issuer”). The address of the principal executive office of the Issuer is 717 Fifth Avenue, New York, New York 10022.

The Reporting Persons (as defined below in Item 2) currently hold shares of 6% Cumulative Convertible Preferred Stock, Series A, par value $1.00 per share, of the Issuer (“Series A Preferred Stock”). Each share of Series A Preferred Stock (each a “Series A Preferred Share” and collectively, the “Series A Preferred Shares”) is convertible at any time at the option of the holder of such Preferred Share into a certain number of shares of Common Stock, with the precise number of shares of Common Stock issuable upon such conversion determined pursuant to the terms of the Certificate of Designations of 6% Cumulative Convertible Preferred Stock, Series A of MF Global Holdings Ltd., filed as Exhibit 7.05 hereto (the “Certificate of Designations”). Consequently, the Reporting Persons may be deemed to beneficially own the shares of Common Stock into which the Series A Preferred Shares held by the Reporting Persons are convertible.

 

Item 2.

Identity and Background

(a) This Statement is being filed on behalf of the following persons (collectively, the “Reporting Persons”): (i) JCF MFG Holdco LLC, a Delaware limited liability company ( “JCF MFG Holdco”); (ii) J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (“JCF Fund II”); (iii) J.C. Flowers II-A L.P., an Alberta limited partnership (“JCF Fund II-A”); (iv) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership (“JCF Fund II-B”); (v) Financial Service Opportunities L.P., a Cayman Islands exempted limited partnership (“FSO”, and together with JCF Fund II, JCF Fund II-A and JCF Fund II-B, the “JCF Funds”); (vi) JCF Associates II L.P., a Cayman Islands exempted limited partnership (“JCF II L.P.”); (vii) JCF Associates II Ltd., a Cayman Islands company (“JCF II Ltd.”); (viii) JCF Associates II-A L.P., a Delaware limited partnership and the sole manager of JCF MFG Holdco (“JCF II-A L.P.”); (ix) JCF Associates II-A LLC, a Delaware limited liability company (“JCF II-A LLC”); (x) FSO GP L.P., a Cayman Islands exempted limited partnership (“FSO L.P.”); (xi) FSP GP Ltd., a Cayman Islands company (“FSO Ltd.”) and (xii) Mr. J. Christopher Flowers, a natural person and citizen of the United States of America. The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 1.

(b) The address of the principal business and principal office of the Reporting Persons is c/o J.C. Flowers & Co. LLC, 717 Fifth Avenue, 26^th Floor, New York, New York 10022.

(c) JCF MFG Holdco is principally engaged in the business of acquiring, holding, owning, voting, selling, exchanging or otherwise disposing of the securities of MF Global Holdings Ltd. on behalf of each of the other Reporting Persons. Each of the JCF Funds is principally engaged in the business of making private equity and related investments. JCF II L.P. is principally engaged in the business of serving as the sole general partner of JCF Fund II and JCF Fund II-B. JCF II Ltd. is principally engaged in the business of serving as the sole general partner of JCF II L.P. JCF II-A L.P. is principally engaged in the business of serving as the sole general partner of JCF Fund II-A and as the sole manager of JCF MFG Holdco. JCF II-A LLC is principally engaged in the business of serving as the sole general partner of JCF II-A L.P. FSO L.P. is principally engaged in the business of serving as the sole general partner of FSO. FSO Ltd. is principally engaged in the business of serving as the sole general partner of FSO L.P. J. Christopher Flowers is the sole managing member of JCF II-A LLC and the sole director of JCF II Ltd. and FSO Ltd. and thus may be deemed to control JCF II-A LLC, JCF II Ltd. and FSO Ltd. and each entity directly or indirectly controlled by JCF II-A LLC, JCF II Ltd. and FSO Ltd.

(d) and (e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

(f) JCF Fund II, JCF Fund II-B, JCF II L.P., JCF II Ltd., FSO, FSO L.P. and FSO Ltd. are organized under the laws of the Cayman Islands. JCF Fund II-A is organized under the laws of Alberta, Canada. JCF MFG Holdco, JCF II-A L.P. and JCF II-A LLC are organized under the laws of Delaware. Mr. Flowers is a citizen of the United States of America.

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Item 3.

Source and Amount of Funds or Other Consideration

On May 20, 2008, JCF Fund II entered into an Investment Agreement (the “Investment Agreement”) with MF Global Ltd., a Bermuda exempted company (“MFG Bermuda”), and on June 10, 2008, JCF Fund II entered into Amendment No.1 to the Investment Agreement with MFG Bermuda (the “Amendment” and, together with the Investment Agreement, the “Amended Investment Agreement”), wherein, among other things, (i) JCF Fund II agreed to purchase, or to cause its affiliates to purchase, not less than 1,500,000 and not more than 3,000,000 shares of MFG Bermuda’s preference shares, par value $1.00 per share, designated as 6% Cumulative Convertible Preference Shares, Series A (each a “MFG Series A Preference Share,” and collectively, the “MFG Bermuda Series A Preference Shares”) at a purchase price and liquidation preference of $100.00 per MFG Bermuda Series A Preference Share (the “Backstop Commitment”), and (ii) MFG Bermuda agreed to pay a fee in cash to JCF Fund II in exchange for the Backstop Commitment (the “Commitment Fee”). Prior to the Closing Date, MFG Bermuda had the right to issue and sell MFG Bermuda Series A Preference Shares or other securities in one or more private placements and/or offerings on terms no more favorable to the purchasers than those relating to the purchase pursuant to the Backstop Commitment.

Pursuant to the Amended Investment Agreement, MFG Bermuda agreed, in the event that prior to the first anniversary of the Closing Date it sold common stock, par value $1.00 per share, of MFG Bermuda (“MFG Bermuda Common Stock”) or securities convertible into or exercisable for MFG Bermuda Common Stock at a price less than $12.50 (subject to limited exceptions), to pay to JCF Fund II an amount (in cash or shares of MFG Bermuda Common Stock) reflecting the difference in pricing (a “Make-Whole Payment”). In addition, MFG Bermuda agreed, in the event that prior to the first anniversary of the Closing Date (or in any offering required under any future bank financings) it sold any other series of its preferred stock with a dividend rate above 5.45%, to adjust the dividend rate on the MFG Bermuda Series A Preference Shares beneficially owned by JCF Fund II or its affiliates so as to equal 110% of the dividend rate of such series of preference shares (an “Incremental Dividend Adjustment”). On June 25, 2008, as reported by MFG Bermuda on a Current Report on Form 8-K dated June 26, 2008, MFG Bermuda issued and sold (i) $150 million aggregate principal amount of its 9.00% Convertible Senior Notes due 2038 and (ii) $150 million in aggregate liquidation preference of its 9.75% Non-Cumulative Convertible Preference Shares, Series B. As a result of the issuance of these securities, MFG Bermuda agreed (a) to pay to JCF Fund II and its affiliates on the Closing Date, in the form of a reduction of the amount otherwise payable by JCF Fund II and its affiliates on such date, Make-Whole Payments (including an amount in respect of the overall terms on which these other securities were issued) in an aggregate amount of $36.3 million (the “July Make-Whole Amount”) and (b) to increase the dividend rate on the MFG Bermuda Series A Preference Shares held by JCF Fund II or its affiliates to 10.725% (the “July Incremental Dividend Adjustment”). These matters were memorialized in letter agreements between MFG Bermuda and JCF Fund II dated June 27, 2008 (the “June Letter Agreement”) and July 17, 2008 (the “July Letter Agreement”).

On July 18, 2008 (the “Closing Date”), pursuant to the Amended Investment Agreement, (i) JCF Fund II paid an aggregate purchase price of $106,729,100 to acquire 1,067,291 MFG Bermuda Series A Preference Shares, (ii) JCF Fund II-A paid an aggregate purchase price of $6,732,200 to acquire 67,322 MFG Bermuda Series A Preference Shares, (iii) JCF Fund II-B paid an aggregate purchase price of $6,538,700 to acquire 65,387 MFG Bermuda Series A Preference Shares and (iv) FSO paid an aggregate purchase price of $30,000,000 to acquire 300,000 MFG Bermuda Series A Preference Shares.

Such purchase price amounts were funded by (i) funds obtained from the respective JCF Fund’s equity partners pursuant to commitments made by such equity partners for the purpose of making private equity and related investments, (ii) the Commitment Fee, and (iii) the July Make-Whole Amount.

As reported by the Issuer on a Current Report on Form 8-K dated January 4, 2010, on January 4, 2010 (the “Effective MFG Domestication Date”), MFG Bermuda (i) changed its jurisdiction of incorporation from Bermuda to the State of Delaware, (ii) discontinued its existence as a Bermuda exempted company and continued its existence as a corporation organized in the State of Delaware and (iii) changed its legal name from MF Global Ltd. to MF Global Holdings Ltd. (such transaction, the “MFG Domestication”). In the MFG Domestication, (A) each share of MFG Bermuda Common Stock was automatically converted by operation of law, on a one-for-one basis, into a share of Common Stock and (B) each MFG Bermuda Series A Preference Share was automatically converted by operation of law, on a one-for-one basis, into a Series A Preferred Share. Consequently, immediately following the MFG Domestication, by operation of law, (1) JCF Fund II held of record 1,067,291 Series A Preferred Shares, (2) JCF Fund II-A held of record 67,322 Series A Preferred Shares, (3) JCF Fund II-B held of record 65,387 Series A Preferred Shares and (4) FSO held of record 300,000 Series A Preferred Shares.

On February 3, 2010 (the “Transfer Date”), (i) pursuant to the Amended and Restated Limited Liability Company Agreement of JCF MFG Holdco, dated as of February 3, 2010 (the “LLC Agreement”), by and among JCF II-A L.P., as the sole manager of JCF MFG Holdco, and the JCF Funds, as the members of JCF MFG Holdco, each of the JCF Funds transferred the Series A Preferred Shares held by it to JCF MFG Holdco in exchange for a pro rata interest in JCF MFG

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Holdco and (ii) pursuant to the Transfer Agreement, dated as of February 3, 2010 (the “Transfer Agreement”), by and among JCF MFG Holdco, JCF Fund II and the Issuer, JCF MFG Holdco (x) agreed to be bound by all of the terms and conditions of Article IV of the Investment Agreement (and Article V of the Investment Agreement relevant thereto) with respect to the transferred Series A Preferred Shares, and (y) agreed to assume the rights and obligations of JCF Fund II under the Registration Rights Agreement (as defined below).

Under the LLC Agreement, JCF II-A L.P., as the sole manager of JCF MFG Holdco, has the exclusive power and authority to make decisions (including decisions regarding the disposition of the Series A Preference Shares) on behalf of JCF MFG Holdco; provided that JCF II-A, L.P., in its capacity as sole manager of JCF MFG Holdco, must consult with the JCF Funds, as members of JCF MFG Holdco, in advance with respect to the voting of the Series A Preferred Shares.

This Amendment No. 1 to the Statement is being filed (i) to reflect the transfer of direct beneficial ownership of the Series A Preferred Shares from the JCF Funds to JCF MFG Holdco; (ii) to reflect the transfer of dispositive power from the JCF Funds to JCF MFG Holdco and the person or persons who control JCF MFG Holdco and JCF II-A L.P. as sole manager of JCF MFG Holdco; and (iii) to add JCF MFG Holdco to the Reporting Persons that filed the original Statement.

The foregoing descriptions of the Investment Agreement, the Amendment, the June Letter Agreement, the July Letter Agreement, the Transfer Agreement and the LLC Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as Exhibit 7.01, Exhibit 7.02, Exhibit 7.03 and Exhibit 7.04, and attached as Exhibit 7.07 and Exhibit 7.08, respectively, to this Statement, and which are incorporated herein by reference.

 

Item 4.

Purpose of Transaction

As described more fully above, (i) pursuant to the terms of the Amended Investment Agreement, on the Closing Date, the JCF Funds purchased a total of 1,500,000 MFG Bermuda Series A Preference Shares (the “Purchase”) and (ii) in connection with the MFG Domestication, on the Effective MFG Domestication Date, the MFG Bermuda Series A Preference Shares held by the JCF Funds were automatically converted, on a one-for-one basis, into Series A Preferred Shares.

The JCF Funds acquired the MFG Bermuda Series A Preference Shares because of the belief that the MFG Bermuda Series A Preferred Shares represent an attractive investment. The transfer of the Series A Preferred Shares to JCF MFG Holdco pursuant to the LLC Agreement was effected to streamline tax compliance following the MFG Domestication. The Reporting Persons beneficially own the Series A Preferred Shares for investment purposes.

On the Closing Date, MFG Bermuda filed a current report on Form 8-K stating that the Purchase had closed. MFG Bermuda stated therein that the net proceeds from the Purchase were used to repay a portion of MFG Bermuda’s bridge loan facility pursuant to its capital plan. The Purchase and the Amended Investment Agreement resulted or may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D promulgated under the Exchange Act, including the acquisition or disposition of additional securities of the Issuer, as successor to MFG Bermuda, a change to the board of directors of the Issuer , as successor to MFG Bermuda, or a change to the capitalization or dividend policy of the Issuer, as successor to MFG Bermuda, as briefly described below.

The responses set forth in Item 3 are incorporated by reference in their entirety.

Amended Investment Agreement

Pursuant to the terms of the Amended Investment Agreement, JCF Fund II designated Mr. David Schamis to be appointed to the board of directors of MFG Bermuda and MFG Bermuda took all corporate and other actions necessary, including increasing the size of the board of directors of MFG Bermuda, as applicable, to appoint Mr. Schamis to the board of directors of MFG Bermuda promptly following MFG Bermuda’s annual meeting of its members scheduled for July 28, 2008 (the “2008 Annual Meeting”). Subject to certain share ownership requirements described in the Amended Investment Agreement, the Issuer, as successor to MFG Bermuda, is required to take all corporate and other actions necessary, including increasing the size of the board of directors of the Issuer, as applicable, to nominate up to two directors designated by JCF Fund II at each annual meeting of its shareholders and to use its reasonable best efforts to cause such nominees to be elected.

Series A Preferred Shares

The Series A Series A Preferred Shares transferred by the JCF Funds to JCF MFG Holdco pursuant to the LLC Agreement are convertible at any time (as described in Section 7 of the Certificate of Designations) at an initial conversion

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rate of 8 shares of Common Stock per Series A Preferred Share (subject to adjustment). In connection with any conversion, the holders of the Series A Preferred Shares are entitled to receive any accumulated, unpaid dividends on the Series A Preferred Shares.

As set forth in the Certificate of Designations, dividends on the Series A Preferred Shares are payable quarterly, on a cumulative basis, if, as and when declared by the Issuer’s board of directors out of legally available funds, commencing with the dividend period relating to the dividend payment date on August 15, 2008, at an annual rate of 6% of the liquidation preference of the Series A Preferred Shares (as adjusted by the July Incremental Dividend Adjustment and any additional Incremental Dividend Adjustments with respect to the Series A Preferred Shares beneficially owned by JCF Fund II and its affiliates). Holders of the Series A Preferred Shares are entitled to participate in any dividends (other than dividends in shares of Common Stock) paid on the shares of Common Stock, on an as-converted basis. The Issuer may pay quarterly dividends in the form of cash or shares of Common Stock (valued at 95% of the then-current market value), at its option. Dividends that are not declared and paid accumulate and accrue dividends at the annual rate of 6% (as adjusted by the July Incremental Dividend Adjustment and any additional Incremental Dividend Adjustments with respect to the Series A Preferred Shares beneficially owned by JCF Fund II and its affiliates). The Issuer is prohibited from paying any dividend with respect to shares of Common Stock and from repurchasing or redeeming shares of Common Stock or other junior securities, subject to certain exceptions, unless full accumulated dividends are paid on the Series A Preferred Shares.

Holders of the Series A Preferred Shares are entitled to vote with the holders of Common Stock on all matters submitted to a vote of the holders of Common Stock, which includes the right to vote for the election of directors at any annual meeting, voting together with the common shareholders as a single class on an as-converted basis. Holders of the Series A Preferred Shares are also entitled to vote, to the exclusion of the holders of Common Stock, on certain matters that affect the rights and privileges of the Series A Preferred Shares. Holders of the Series A Preferred Shares have the right, together with other parity securities having similar voting rights, to elect two directors if dividends have not been paid in full for six quarterly dividend periods.

In the event of any liquidation, dissolution or winding up of the Issuer, the holders of Series A Preferred Shares will have the right to receive a liquidation distribution out of any assets available for distribution after payments to creditors, and before any distribution in respect of shares of Common Stock, in an amount equal to the greater of (1) the liquidation preference amount ($100 per share plus accumulated and unpaid dividends) and (2) the amount such holders would receive if they had converted their Series A Preferred Shares into common shares prior to liquidation.

The foregoing description of the Certificate of Designations is not intended to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 7.05 to this Statement, and which is incorporated herein by reference.

Registration Rights Agreement

On the Closing Date, MFG Bermuda entered into a Registration Rights Agreement (the “Registration Rights Agreement “), with JCF Fund II, with respect to (i) the MFG Bermuda Series A Preference Shares acquired by the JCF Funds in the Purchase, (ii) the shares of MFG Bermuda Common Stock (x) into which such MFG Bermuda Series A Preference Shares may have been converted and (y) issued by MFG Bermuda upon payment of dividends in respect of such MFG Bermuda Series A Preference Shares and (iii) any securities, including Series A Preferred Shares, issued in respect of the securities set forth in clauses (i) and (ii) by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and any securities, including shares of Common Stock, into which such securities may be converted or which may be issued as payment of dividends in respect thereof (collectively, the “Registrable JCF Securities”). Under the Registration Rights Agreement, the Issuer, as successor to MFG Bermuda, is obligated, subject to certain exceptions, upon JCF Fund II’s request, to file registration statements to cover the resale of the Registrable JCF Securities. The Registration Rights Agreement also entitles JCF Fund II to register the Registrable JCF Securities if the Issuer files registration statements to register shares of Common Stock or any other of the Issuer’s securities, either on its own accord or at the request of another holder. Pursuant to the Transfer Agreement, JCF MFG Holdco is deemed to be JCF Fund II for purposes of the Registration Rights Agreement and has assumed the rights and obligations of JCF Fund II under the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is incorporated by reference as Exhibit 7.06 to this Statement, and which is incorporated herein by reference.

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Additional Disclosure

Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the price and availability of the Issuer’s capital stock, conditions in the securities market generally, general economic and industry conditions, its business objectives and other relevant factors, to increase or decrease their investment in the Issuer from time to time. In particular, any one or more of the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to the terms of the Amended Investment Agreement, the Certificate of Designations and any applicable law, to (i) purchase additional shares of securities of the Issuer, (ii) sell or transfer Series A Preferred Shares or shares of Common Stock or other securities of the Issuer beneficially owned by them from time to time in public or private transactions, (iii) cause any of the Reporting Persons to distribute in kind to their respective partners or members, as the case may be, Series A Preferred Shares or shares of Common Stock or other securities of the Issuer beneficially owned by it from time to time, (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Series A Preferred Shares, shares of Common Stock or other securities of the Issuer and (v) consider participating in business combination transactions involving the Issuer.

 

Item 5.

Interest in Securities of the Issuer

(a) The Reporting Persons collectively own 1,500,000 Series A Preferred Shares, representing 100% of the outstanding Series A Preferred Shares. As of the date hereof, subject to the terms of the Certificate of Designations, such Series A Preferred Shares are convertible into 12,000,000 shares of Common Stock, representing approximately 9.0% of the shares of Common Stock outstanding (based on the 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and the 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Shares (the “Outstanding Common Stock Denominator”)). As noted in Item 4 above, in connection with any conversion, the holders of the Series A Preferred Shares are entitled to receive any accumulated, unpaid dividends on the Series A Preferred Shares, which are payable, at the option of the Issuer, in the form of cash or shares of Common Stock (valued at 95% of the then-current market value).

After giving effect to the LLC Agreement and the Transfer Agreement, JCF MFG Holdco has direct beneficial ownership of 1,500,000 Series A Preferred Shares, or 100.0% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 12,000,000 shares of Common Stock, or 9.0% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P., as sole manager of JCF MFG Holdco, has the exclusive right to make decisions on behalf of JCF MFG Holdco (provided that it must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares), JCF MFG Holdco, JCF II-A L.P., JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC) may be deemed to share voting power of 12,000,000 shares of Common Stock with the other Reporting Persons as described below and may be deemed to share dispositive power of 12,000,000 shares of Common Stock with each other.

JCF Fund II has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 1,067,291 Series A Preferred Shares, or 71.2% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 8,538,328 shares of Common Stock, or 6.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II may be deemed to share voting power of 8,538,328 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

JCF Fund II-A has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 67,322 Series A Preferred Shares, or 4.5% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 538,576 shares of Common Stock, or 0.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-A may be deemed to share voting power of 528,576 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

JCF Fund II-B has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 65,387 Series A Preferred Shares, or 4.4% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 523,096 shares of Common Stock, or 0.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-B may be deemed to share voting power of 523,096 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

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FSO has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 300,000 Series A Preferred Shares, or 20.0% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 2,400,000 shares of Common Stock, or 1.8% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-B may be deemed to share voting power of 2,400,000 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

Each of (i) JCF II L.P., as the general partner of JCF Fund II and JCF Fund II-B, (ii) JCF II Ltd., as the general partner of JCF II L.P., (iii) JCF II-A L.P. , as the general partner of JCF Fund II-A, (iv) JCF II-A LLC , as the general partner of JCF II-A L.P., (v) FSO L.P., as the general partner of FSO, (vii) FSO Ltd., as the general partner of FSO L.P. and (viii) Mr. J. Christopher Flowers, as (A) the sole director of JCF II Ltd and FSO Ltd. and (B) the sole managing member of JCF II-A LLC, may be deemed to share beneficial ownership, or to hold shared voting power, of Series A Preferred Shares. In addition, after giving effect to the Transfer Agreement and the LLC Agreement, each of JCF MFG Holdco (as direct beneficial owner), JCF II-A L.P., as the sole manager of JCF MFG Holdco, JCF II-A LLC, as the general partner of JCF II-A L.P., and Mr. J. Christopher Flowers, as the sole member of JCF II-A LLC, may be deemed to share dispositive power of the Series A Preferred Shares. Except to the extent of any indirect pecuniary interest therein, each of Mr. J. Christopher Flowers and the Reporting Persons listed in clauses (i) through (vii) of the first sentence in this paragraph, expressly disclaims the existence of beneficial ownership in such Series A Preferred Shares.

Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the shares of Common Stock or the Series A Preferred Shares held by JCF MFG Holdco.

(b) See Item 5(a) above.

(c) The JCF Funds transferred their direct beneficial ownership of an aggregate of 1,500,000 Series A Preferred Shares to JCF MFG Holdco pursuant to the LLC Agreement dated as of February 3, 2010. Descriptions of this transfer by the JCF Funds and the securities related thereto are included in Item 3 and Item 4 of this Statement.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on February , 2010, with respect to the joint filing of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

The responses set forth in Item 4 are incorporated by reference in their entirety.

Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the securities of the Issuer.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1		Joint Filing Agreement, dated as of February 15, 2010, , by and among JCF MFG Holdco LLC, J.C. Flowers II L.P., J.C. Flowers II-A L.P., J.C. Flowers II-B L.P., Financial Service Opportunities L.P., JCF Associates II L.P., JCF Associates II Ltd., JCF Associates II-A L.P., JCF Associates II-A LLC, FSO GP L.P., FSO GP Ltd. and J. Christopher Flowers.
Exhibit 7.01		Investment Agreement, dated as of May 20, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*
Exhibit 7.02		Amendment No.1 to the Investment Agreement, dated as of June 10, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*
Exhibit 7.03		Letter Agreement, dated as of June 27, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*

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Exhibit 7.04		Letter Agreement, dated as of July 17, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*
Exhibit 7.05		Certificate of Designations of 6% Cumulative Convertible Preferred Stock, Series A of MF Global Holdings Ltd.
Exhibit 7.06		Registration Rights Agreement, dated as of July 18, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*
Exhibit 7.07		Transfer Agreement, dated as of February 3, 2010, between J.C. Flowers II L.P., JCF MFG Holdco LLC and MF Global Holdings Ltd.
Exhibit 7.08		Amended and Restated Limited Liability Company Agreement of JFC MFG Holdco LLC, dated as of February 3, 2010, by and among JCF Associates II-A L.P., J.C. Flowers II L.P., J.C. Flowers II-A L.P., J.C. Flowers II-B L.P. and Financial Service Opportunities L.P.

 

*	Incorporated by reference to the exhibit of the same number filed with the original Statement on July 28, 2008.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2010

 

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