8-KOther EventsExhibits & Filings

CME GROUP INC. 8-K Report, Corporate Update (Jun 20, 2007)

Filed June 20, 2007For Securities:CME

Summary

CME Group Inc. (CME) filed a Current Report on Form 8-K on June 20, 2007, primarily to disclose legal opinions concerning tax consequences related to a previously announced special dividend and exercise rights. These opinions, provided by Skadden, Arps, Slate, Meagher & Flom LLP and Mayer, Brown, Rowe & Maw LLP, are significant because they were filed as exhibits to CME Holdings' effective Registration Statement on Form S-4 (File No. 333-143282) and a related supplement to a joint proxy statement/prospectus. The filing also indicates that this information is incorporated by reference into the aforementioned registration statement. This suggests a complex corporate action, likely a significant transaction or restructuring, where clarity on tax implications for shareholders is crucial for informed decision-making and regulatory compliance. Investors should note that this 8-K is not announcing new events but rather providing supporting documentation for prior disclosures related to a special dividend and exercise rights. The inclusion of opinions from two prominent law firms underscores the importance and potential complexity of the tax aspects of this transaction. The fact that these are filed in conjunction with a Form S-4 registration statement and a joint proxy statement/prospectus implies that shareholders were likely voting on or were directly affected by the transaction, and these tax opinions are key to understanding the full financial impact on their holdings.

Key Highlights

  • 1Filing of legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP and Mayer, Brown, Rowe & Maw LLP.
  • 2Opinions address material federal income tax consequences of a special dividend and exercise rights.
  • 3These opinions are filed as exhibits to CME Holdings' Registration Statement on Form S-4.
  • 4The information is incorporated by reference into the Form S-4 registration statement.
  • 5This 8-K serves to supplement disclosures previously made in a joint proxy statement/prospectus.
  • 6The filing date is June 20, 2007, with the earliest event reported as June 18, 2007.

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