ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 15, 2020, Cboe Global Markets,
Inc. (the “Company”) issued $500 million aggregate principal amount of the Company’s 1.625% Senior Notes due
2030 (the “Notes”) in an underwritten public offering (the “Offering”). The form and term of the Notes
were established pursuant to an Officer’s Certificate, dated as of December 15, 2020 (the “Officer’s Certificate”),
supplementing the Indenture, dated as of January 12, 2017 (the “Indenture”), by and between the Company (f/k/a CBOE
Holdings, Inc.) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
The Company intends to use the net proceeds
from the Offering to finance the previously announced acquisition of BIDS Trading, repay a portion of amounts outstanding under
its term loan facility and all outstanding indebtedness under its revolving credit facility and the remainder for general corporate
purposes, which may include the financing of future acquisitions or the repayment of other outstanding indebtedness.
The Notes mature on December 15, 2030, unless
earlier repurchased or redeemed, and bear interest at the rate of 1.625% per annum, payable semi-annually in arrears on June 15
and December 15 of each year, commencing on June 15, 2021. The Notes are senior unsecured obligations of the Company and rank equal
in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, but are effectively
junior to the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, and are
structurally subordinated to the secured and unsecured debt of the Company’s subsidiaries.
The Company may redeem the Notes, in whole
or in part, at any time and from time to time prior to September 15, 2030 (the date that is three months prior to their maturity
date) at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) a make-whole
redemption price determined by using a discount rate equal to the applicable treasury rate plus 12.5 basis points, plus, in each
case, accrued and unpaid interest, if any, to, but excluding, the date of redemption. On or after September 15, 2030, the Notes
may be redeemed at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the date of redemption. The Company may also be required to offer to repurchase the Notes
upon the occurrence of a Change of Control Triggering Event (as such term is defined in the form of the Notes) at a repurchase
price equal to 101% of the aggregate principal amount of Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture governing the Notes contains
customary restrictions, including a limitation that restricts the Company’s ability and the ability of certain of the Company’s
subsidiaries to create or incur secured debt, and a limitation on certain sale and leaseback transactions. The Indenture also contains
customary events of default, including the failure to pay interest, principal or premium when due, covenant breaches, cross-payment
and cross-acceleration defaults for debt in excess of a specified threshold, judgements in excess of a specified threshold, and
specified events of bankruptcy, insolvency or reorganization involving the Company. If an event of default involving bankruptcy,
insolvency or reorganization occurs, the Notes will become immediately due and payable without any declaration or other act on
the part of the Trustee or any holder of the Notes. If any other event of default with respect to the Notes occurs and is continuing,
either the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the Notes to be due
and payable immediately, under the terms specified in the Indenture.
The foregoing description of
the Notes is qualified in its entirety by reference to the complete terms and conditions of the Indenture, Officer’s Certificate
and the form of the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
The Notes were issued in a public offering
pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-235649) and a related prospectus supplement dated
December 8, 2020. The Company is filing Exhibit 5.1 with this Current Report on Form 8-K in connection with such Registration
Statement.