01—Abstract
Summary
Summary of the 8-K filed September 28, 2016. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) has announced a significant strategic move: entering into an Agreement and Plan of Merger with Bats Global Markets, Inc. (Bats).
This transaction, expected to close in the first half of 2017, involves a merger where Bats will become a wholly owned subsidiary of CBOE. The proposed deal is structured as a stock-and-cash transaction, offering Bats shareholders the choice between receiving a mixed consideration of CBOE stock and cash, all cash, or all CBOE stock, subject to certain adjustments and conditions. This merger is poised to create a larger, more diversified exchange operator.
Key operational and leadership changes are anticipated, with several senior executives from Bats expected to join CBOE's management team post-merger. The transaction is contingent on various conditions, including stockholder approvals from both CBOE and Bats, as well as regulatory clearances from multiple authorities, including antitrust reviews. CBOE has secured a significant debt commitment of up to $1.65 billiona to finance the cash portion of the transaction and other related costs.
02—Key points
Key Highlights
- Cboe Global Markets (CBOE) to acquire Bats Global Markets (Bats) in a merger agreement.
- The transaction is structured as a stock-and-cash deal, offering Bats shareholders election of consideration (mixed, cash, or stock).
- The merger is expected to close in the first half of 2017, subject to customary closing conditions.
- Significant management integration planned, with key Bats executives slated to join CBOE's leadership.
- CBOE has secured a $1.65 billion debt commitment letter to fund the transaction.
- The deal requires approval from stockholders of both CBOE and Bats, as well as various regulatory bodies.
- Voting and Support Agreements have been signed by directors and executive officers of both companies, ensuring their support for the transaction.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces that Cboe Global Markets, Inc. has entered into a material definitive agreement, specifically an Agreement and Plan of Merger, with Bats Global Markets, Inc. It outlines the terms of the merger, the consideration to be paid, conditions for closing, and other related matters.
What is the expected financial impact of this merger on CBOE?
While the filing does not provide detailed financial projections, the merger is expected to create a larger, more diversified exchange operator. The transaction will be financed through a combination of CBOE stock and cash, with CBOE securing a $1.65 billion debt commitment to cover cash consideration, refinancing of Bats' debt, and transaction expenses. Investors should look for future filings for detailed financial impacts and synergy estimates.
What are the key conditions that must be met for the merger to be completed?
The merger is subject to several conditions, including the adoption of the Merger Agreement by Bats' stockholders and the approval of the share issuance by CBOE's stockholders. It also requires regulatory approvals, such as the expiration of the Hart-Scott-Rodino waiting period and clearance from the SEC, FINRA, and the UK Financial Conduct Authority. Other conditions include the absence of legal restraints and the accuracy of representations and warranties made by both parties.
How will the management and board of directors change as a result of this merger?
The merger agreement includes provisions for changes to CBOE's board of directors, with three individuals designated by Bats expected to join the board post-merger. Additionally, several key executives from Bats, including Chris Concannon (President and CEO), Chris Isaacson (EVP and Global CIO), and Mark Hemsley (EVP and CEO of Bats Europe), are expected to assume significant roles within CBOE's management structure. The filing also notes the planned retirements of two CBOE executives upon the closing of the merger.
04—Continue