8-KMaterial AgreementsFinancial EventsExhibits & Filings

Cboe Global Markets, Inc. 8-K Report, Material Agreement (Mar 16, 2022)

Filed March 16, 2022For Securities:CBOE

Summary

Cboe Global Markets, Inc. announced the issuance of $300 million in 3.000% Senior Notes due 2032 on March 16, 2022. These notes are senior unsecured obligations intended to fund the previously announced acquisition of Eris Digital Holdings, LLC (ErisX). The offering adds to the company's debt structure, with the proceeds directly supporting a strategic growth initiative through acquisition. Investors should note that while the new notes offer a fixed interest rate of 3.000% per annum, they are effectively junior to any secured indebtedness of Cboe and structurally subordinated to the debt of its subsidiaries. The company retains the flexibility to redeem the notes prior to maturity under specific conditions, including a "make-whole" provision or at par three months before maturity. Furthermore, a "Change of Control Triggering Event" could obligate Cboe to repurchase the notes at a premium.

Key Highlights

  • 1Cboe Global Markets, Inc. issued $300 million aggregate principal amount of 3.000% Senior Notes due 2032.
  • 2The net proceeds from the offering will be used to fund the acquisition of Eris Digital Holdings, LLC (ErisX).
  • 3The Notes mature on March 16, 2032, with semi-annual interest payments of 3.000% per annum.
  • 4The Notes are senior unsecured obligations, ranking equally with other senior unsecured debt but effectively junior to secured debt.
  • 5Cboe has the option to redeem the Notes in whole or in part prior to maturity under certain conditions (make-whole provision or par call).
  • 6A Change of Control Triggering Event may require Cboe to repurchase the Notes at 101% of the principal amount.
  • 7The Indenture includes customary covenants regarding secured debt and sale/leaseback transactions, as well as standard events of default.

Frequently Asked Questions

The primary purpose of issuing these $300 million in Senior Notes due 2032 is to fund Cboe Global Markets, Inc.'s previously announced acquisition of Eris Digital Holdings, LLC (ErisX).

The Notes carry a fixed interest rate of 3.000% per annum, payable semi-annually, and mature in March 2032. Key risks for investors include the fact that the Notes are senior unsecured obligations, meaning they are effectively junior to any secured debt and structurally subordinated to subsidiary debt. Cboe can redeem the notes before maturity under specific conditions, which might limit the potential upside for bondholders if interest rates fall.

If a "Change of Control Triggering Event" occurs (as defined in the Notes), Cboe may be required to offer to repurchase the Notes at 101% of their principal amount, plus accrued interest. This provides some protection to noteholders in the event of a significant corporate change.

The Notes are governed by an Indenture which includes customary covenants restricting Cboe and its subsidiaries from incurring excessive secured debt or engaging in certain sale and leaseback transactions. Standard events of default are also outlined, such as failure to pay, covenant breaches, and bankruptcy, which can lead to acceleration of the debt.