CME Group Prices $1.3 Billion Aggregate Principal Amount of Notes to Finance Its Acquisition of NYMEX Holdings, Inc.
August 07 2008 - 9:24PM
PR Newswire (US)
CHICAGO, Aug. 7 /PRNewswire-FirstCall/ -- CME Group, Inc.
(NASDAQ:CME) today announced it priced an underwritten public
offering of $250 million aggregate principal amount of floating
rate notes due 2009, $300 million aggregate principal amount of
floating rate notes due 2010 and $750 million aggregate principal
amount of 5.40% notes due 2013. The floating rate notes due 2009
will bear interest equal to LIBOR plus 0.20% per year, adjusted
quarterly. The floating rate notes due 2010 will bear interest
equal to LIBOR plus 0.65% per year, adjusted quarterly. The
offering is being made under CME Group's existing shelf
registration statement and is expected to close on August 12, 2008,
subject to customary closing conditions. CME Group intends to use
the net proceeds from the offering, together with other available
funds, to finance its previously announced proposed acquisition of
NYMEX Holdings, Inc. (NYSE:NMX). The offering is not conditioned
upon completion of the acquisition. If the acquisition is not
completed, CME Group intends to use the net proceeds from the
offering of the floating rate notes for general corporate purposes.
The 5.40% notes have a mandatory redemption feature if the
acquisition is not completed prior to December 31, 2008 or if the
merger agreement is terminated on or prior to such date. This
announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any offers of the notes
will be made exclusively by means of a prospectus and prospectus
supplement. Banc of America Securities LLC and UBS Securities LLC
are acting as representatives of the underwriters. Copies of the
prospectus supplement and accompanying prospectus relating to the
offering may be obtained by contacting Banc of America Securities
LLC, Prospectus Department, 100 West 33rd Street, 3rd Floor, New
York, New York 10001, 800-294-1322; or UBS Securities LLC, 677
Washington Boulevard, Stamford, CT 06901, Attn: Fixed Income
Syndicate, toll-free 877-827-6444, ext. 561 3884. About CME Group
CME Group is the world's largest and most diverse derivatives
exchange. Formed by the 2007 merger of the Chicago Mercantile
Exchange (CME) and the Chicago Board of Trade (CBOT), CME Group
serves the risk management needs of customers around the globe. As
an international marketplace, CME Group brings buyers and sellers
together on the CME Globex electronic trading platform and on its
trading floors. CME Group offers the widest range of benchmark
products available across all major asset classes, including
futures and options based on interest rates, equity indexes,
foreign exchange, agricultural commodities and alternative
investment products such as weather and real estate. CME Group is
traded on the NASDAQ under the symbol "CME." The Globe logo, CME,
Chicago Mercantile Exchange, CME Group, Globex and E-mini, are
trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago
Board of Trade are trademarks of the Board of Trade of the City of
Chicago. Forward Looking Statements: Statements in this news
release that are not historical facts are forward-looking
statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or implied in any
forward-looking statements. Among the factors that might affect our
performance are: our ability to obtain the required approvals and
to satisfy the closing conditions for our proposed merger with
NYMEX Holdings, Inc. and our ability to realize the benefits and
control the costs of the proposed transaction and operating NYMEX
Holdings' businesses after the completion of the proposed
transaction; the risk of an unfavorable judgment or ruling in the
class action litigation regarding the proposed merger with NYMEX
Holdings; our ability to successfully complete the integration of
the businesses of CME Holdings, CBOT Holdings and NYMEX Holdings,
including the fact that such integration may be more difficult,
time consuming or costly than expected and revenues and synergies
following the merger may be lower than expected; increasing
competition by foreign and domestic entities, including increased
competition from new entrants into our markets and consolidation of
existing entities; our ability to keep pace with rapid
technological developments, including our ability to complete the
development and implementation of the enhanced functionality
required by our customers; our ability to continue introducing
competitive new products and services on a timely, cost-effective
basis, including through our electronic trading capabilities, and
our ability to maintain the competitiveness of our existing
products and services; our ability to adjust our fixed costs and
expenses if our revenues decline; our ability to continue to
generate revenues from our processing services; our ability to
maintain existing customers and strategic relationships and attract
new ones; our ability to expand and offer our products in foreign
jurisdictions; changes in domestic and foreign regulations; changes
in government policy, including policies relating to common or
directed clearing or changes as a result of a potential combination
with the Securities and Exchange Commission (the "SEC") and the
Commodity Futures Trading Commission; the costs associated with
protecting our intellectual property rights and our ability to
operate our business without violating the intellectual property
rights of others; our ability to generate revenue from our market
data that may be reduced or eliminated by decreased demand or by
the growth of electronic trading; changes in our rate per contract
due to shifts in the mix of the products traded, the trading venue
and the mix of customers (whether the customer receives member or
non-member fees or participates in one of our various incentive
programs) and the impact of our tiered pricing structure; the
ability of our financial safeguards package to adequately protect
us from the credit risks of clearing firms; the ability of our
compliance and risk management methods to effectively monitor and
manage our risks; changes in price levels and volatility in the
derivatives markets and in underlying fixed income, equity, foreign
exchange and commodities markets; economic, political and market
conditions; natural disasters and other catastrophes, our ability
to accommodate increases in trading volume and order transaction
traffic without failure or degradation of performance of our
systems; our ability to execute our growth strategy and maintain
our growth effectively; our ability to manage the risks and control
the costs associated with our acquisition, investment and alliance
strategy; our ability to continue to generate funds and/or manage
our indebtedness to allow us to continue to invest in our business;
industry and customer consolidation; decreases in trading and
clearing activity; the potential imposition of a transaction tax on
futures and options on futures transactions; the seasonality of the
futures business; other risks detailed in our filings with the SEC;
and changes in the regulation of our industry with respect to
speculative trading in commodity interests and derivative
contracts. For more information regarding other related risks, see
Item 1A of CME Group's Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 and additional updates to these risks
contained in our Quarterly reports. Copies of said 10-K and 10-Qs
are available online at http://www.sec.gov/ or upon request from
CME Group. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this press release.
Except for any obligation to disclose material information under
the Federal securities laws, CME Group undertakes no obligation to
release publicly any revisions to any forward-looking statements to
reflect events or circumstances after the date of this press
release. Important Acquisition Information In connection with the
proposed transaction involving CME Group and NYMEX Holdings, CME
Group has filed a registration statement on Form S-4 with the SEC
containing a final joint proxy statement/prospectus, which the SEC
declared effective on July 21, 2008. Investors and security holders
are urged to read the final prospectus/proxy statement and any
other such documents, when available, which will contain important
information about the proposed transaction. The final
prospectus/proxy statement and other documents filed or to be filed
by CME Group with the SEC are or will be available free of charge
at the SEC's Web site (http://www.sec.gov/) or from CME Group,
Inc., Attention: Shareholder Relations, 20 S. Wacker Drive,
Chicago, Illinois 60606, (312) 930-1000 or NYMEX Holdings, Inc.,
Attention: Investor Relations, at One North End Avenue, World
Financial Center, New York, New York 10282, (212) 299-2000. CME
Group and NYMEX Holdings and their respective directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from CME
Group and NYMEX Holdings shareholders in respect of the proposed
transaction. Information regarding CME Group and NYMEX Holdings'
directors and executive officers is available in their respective
proxy statements for their 2008 annual meeting of stockholders.
Additional information regarding the interests of such potential
participants is included in the joint proxy statement/prospectus
and the other relevant documents filed with the SEC when they
become available. CME-G DATASOURCE: CME Group, Inc. CONTACT: Anita
Liskey, +1-312-466-4613, or Laurie Bischel, +1-312-634-8698, , or
Investors, John Peschier, +1-312-930-8491 Web site:
http://www.cme.com/
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