8-K/AAcquisitions & Dispositions

Cboe Global Markets, Inc. 8-K/A Report, Acquisition Completed (Mar 1, 2017)

Filed March 1, 2017For Securities:CBOE

Summary

This filing is an amendment to a previous 8-K report by Cboe Global Markets, Inc. (CBOE) concerning the completion of its acquisition of Bats Global Markets, Inc. The primary purpose of this amendment is to update the "Cash Election Consideration" amount due to certain Bats shares not being delivered by the guaranteed delivery deadline. Specifically, the cash component of the consideration for these shares has been adjusted to $14.93 and the stock component to 0.2584 of a CBOE share, differing slightly from the initial disclosure. This transaction, effective February 28, 2017, consolidates Cboe's position in the market by integrating Bats, a significant player in exchange technology and trading. The amendment clarifies the financial terms of the merger, ensuring accurate reporting for shareholders and stakeholders regarding the exchange ratios and cash payouts for former Bats shareholders.

Key Highlights

  • 1Amendment to a previous 8-K filing, primarily updating the 'Cash Election Consideration' for the Bats acquisition.
  • 2The acquisition of Bats Global Markets, Inc. by Cboe Holdings, Inc. was completed on February 28, 2017.
  • 3The 'Cash Election Consideration' was adjusted to $14.93 in cash and 0.2584 shares of CBOE Holdings Common Stock per Bats share, due to undelivered shares subject to guaranteed delivery.
  • 4This adjustment differs from the original disclosure of $14.99 in cash and 0.2577 shares of CBOE Holdings Common Stock.
  • 5The merger involved a two-step process: a merger of a Cboe subsidiary with Bats, followed by a merger of Bats with another Cboe subsidiary.
  • 6Bats now operates as a wholly-owned subsidiary of CBOE Holdings.
  • 7The merger terms converted Bats stock options and restricted stock awards into CBOE Holdings stock options and restricted stock awards, with specific conversion ratios.

Frequently Asked Questions

This filing (Form 8-K/A, Amendment No. 1) is an amendment to the original Form 8-K to correct and update the 'Cash Election Consideration' for the merger with Bats Global Markets, Inc. The adjustment is due to certain shares of Bats Common Stock that were subject to guaranteed delivery not being delivered by the deadline.

Following the adjustment, the 'Cash Election Consideration' for each share of Bats Common Stock (subject to proration and adjustment) became $14.93 in cash and 0.2584 of a share of CBOE Holdings Common Stock.

The original Form 8-K disclosed the 'Cash Election Consideration' as $14.99 in cash and 0.2577 of a share of CBOE Holdings Common Stock. The amendment changes this to $14.93 in cash and 0.2584 shares of CBOE Holdings Common Stock.

The calculation for the Cash Election Consideration and Stock Election Consideration was based on the volume-weighted average price of CBOE Holdings Common Stock on The Nasdaq Stock Market LLC for the ten trading days ending February 24, 2017, which was $79.9289 per share.