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Cboe Global Markets, Inc. 8-K Report, Executive Changes (Feb 17, 2017)

Filed February 17, 2017For Securities:CBOE

Summary

This Form 8-K filing by Cboe Global Markets, Inc. (CBOE) on February 17, 2017, primarily announces significant developments regarding its previously announced merger with Bats Global Markets, Inc. (Bats). The key takeaway for investors is the confirmation that all necessary regulatory approvals for the merger have been obtained, and the parties now expect to complete the transaction on February 28, 2017, subject to customary closing conditions. This clears a major hurdle and provides a definitive closing date, signaling the imminent integration of the two exchange operators. Furthermore, the filing details changes to the CBOE Holdings board of directors and executive management, reflecting the integration process. Three individuals from Bats' board are appointed to the CBOE Holdings board, and Chris Concannon, previously President and CEO of Bats, will assume the role of President and Chief Operating Officer of CBOE Holdings and its subsidiaries. These appointments are crucial for governance and operational leadership post-merger, indicating a clear path forward for the combined entity.

Key Highlights

  • 1All U.S. and European regulatory approvals for the merger between CBOE and Bats have been secured.
  • 2The closing of the merger is now expected on February 28, 2017.
  • 3Chris Mitchell, Joe Ratterman, and Michael Richter, all from Bats, have been elected to the CBOE Holdings Board of Directors, effective upon the merger's completion.
  • 4Chris Concannon, President and CEO of Bats, has been appointed President and Chief Operating Officer of CBOE Holdings and its operating subsidiaries.
  • 5The deadline for Bats stockholders to submit their election forms for merger consideration has been set for February 24, 2017.
  • 6Three existing CBOE Holdings directors (William J. Brodsky, R. Eden Martin, and Susan M. Phillips) have resigned from the Board effective upon the merger's completion.
  • 7Director compensation for CBOE Holdings directors has been updated, with an increased annual cash retainer and stock retainer, and no fees for Board meeting attendance.

Frequently Asked Questions

This filing announces that Cboe Global Markets (CBOE) and Bats Global Markets (Bats) have received all necessary U.S. and European regulatory approvals for their merger, and provides an updated expected closing date of February 28, 2017. It also details key appointments to the combined company's board and executive leadership.

The merger is expected to be completed on February 28, 2017, subject to the satisfaction of customary closing conditions.

Three individuals from Bats' board have been elected to the CBOE Holdings Board: Chris Mitchell, Joe Ratterman, and Michael Richter. They will serve until their successors are elected or appointed.

Chris Concannon, formerly President and CEO of Bats, has been appointed to serve as President and Chief Operating Officer of CBOE Holdings, Chicago Board Options Exchange, Incorporated, and C2 Options Exchange, Incorporated, effective upon the completion of the merger.