8-KMaterial AgreementsExhibits & Filings

CME GROUP INC. 8-K Report, Material Agreement (Aug 13, 2008)

Filed August 13, 2008For Securities:CME

Summary

CME Group Inc. (CME) announced on August 12, 2008, the completion of a significant public offering of debt securities, raising a total of $1.3 billion. This offering comprised $250 million in Floating Rate Notes due 2009, $300 million in Floating Rate Notes due 2010, and $750 million in 5.40% Fixed Rate Notes due 2013. The primary purpose of these proceeds is to finance CME's previously announced acquisition of NYMEX Holdings, Inc. Should the acquisition not be completed, the fixed-rate notes will be redeemed, and the proceeds from the floating-rate notes will be used for general corporate purposes. The debt issuance was conducted under an Automatic Shelf Registration Statement and was facilitated through an Underwriting Agreement with Banc of America Securities LLC and UBS Securities LLC. The terms of the notes, including interest rates and payment schedules, have been detailed, with floating-rate notes tied to LIBOR and fixed-rate notes carrying a 5.40% annual coupon. The company has also secured commitment letters for significant loan facilities to support the acquisition, highlighting the scale of the transaction.

Key Highlights

  • 1CME Group Inc. successfully raised $1.3 billion through a public offering of debt securities.
  • 2The offering includes $250M in Floating Rate Notes due 2009, $300M in Floating Rate Notes due 2010, and $750M in 5.40% Fixed Rate Notes due 2013.
  • 3Proceeds are earmarked to finance the previously announced acquisition of NYMEX Holdings, Inc.
  • 4Floating Rate Notes interest is linked to LIBOR with specified spreads (0.20% for 2009 notes, 0.65% for 2010 notes).
  • 5Fixed Rate Notes carry a 5.40% annual interest rate.
  • 6The company has entered into underwriting agreements with Banc of America Securities LLC and UBS Securities LLC.
  • 7The debt issuance is subject to covenants limiting certain financial actions and includes provisions for a change of control offer to repurchase notes under specific downgrade scenarios.

Frequently Asked Questions

The primary reason for this $1.3 billion debt issuance is to secure funding for CME Group's previously announced acquisition of NYMEX Holdings, Inc.

The offering consists of $250 million in Floating Rate Notes due 2009 (LIBOR + 0.20%), $300 million in Floating Rate Notes due 2010 (LIBOR + 0.65%), and $750 million in 5.40% Fixed Rate Notes due 2013. Interest payment schedules and redemption features are also detailed in the filing.

If the acquisition of NYMEX Holdings, Inc. is not completed by December 31, 2008, or if the merger agreement is terminated on or before that date, the Fixed Rate Notes will be mandatorily redeemed. The proceeds from the Floating Rate Notes would then be used for general corporate purposes.

In addition to this debt offering, CME Group has secured commitment letters for up to $3.2 billion in senior unsecured loans and has agreements for up to $1.5 billion in senior unsecured credit facilities, arranged by entities including Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, and UBS Securities LLC.