8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+5

CME GROUP INC. 8-K Report, Material Agreement (Aug 28, 2008)

Filed August 28, 2008For Securities:CME

Summary

CME Group Inc. (CME) filed an 8-K on August 28, 2008, reporting the successful completion of its acquisition of NYMEX Holdings, Inc. (NYMEX) on August 22, 2008. This significant transaction was financed through a substantial senior credit facility totaling $1.416 billion, which includes both term and revolving loan components, as well as a $1.284 billion bridge credit facility. The proceeds from these facilities were used to fund the acquisition, refinance existing NYMEX debt, and provide ongoing working capital for CME Group and its subsidiaries. The acquisition marks a major strategic move for CME, integrating the operations of two key players in the derivatives and futures markets. The filing also details the consideration offered to NYMEX shareholders, which included a mix of cash and CME Group Class A common stock, subject to proration. Following the merger, NYMEX Holdings ceased to exist as a separate entity and now operates as a wholly-owned subsidiary of CME Group. Additionally, the report announces the appointment of three former NYMEX directors to CME Group's board and the declaration of a special dividend of $5.00 per share, payable to shareholders of record on September 25, 2008.

Key Highlights

  • 1CME Group Inc. has successfully completed the acquisition of NYMEX Holdings, Inc. effective August 22, 2008.
  • 2The acquisition was financed by a $1.416 billion Senior Credit Facility and a $1.284 billion Bridge Credit Facility.
  • 3Proceeds from the credit facilities were used for the acquisition, refinancing NYMEX debt, and general corporate purposes.
  • 4NYMEX Holdings, Inc. has been delisted from the New York Stock Exchange following the merger.
  • 5NYMEX Holdings common stockholders received a mix of cash and CME Group Class A common stock, subject to proration.
  • 6Three former NYMEX Holdings directors have been appointed to the CME Group board of directors.
  • 7CME Group declared a special dividend of $5.00 per share of Class A and Class B common stock.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of CME Group's acquisition of NYMEX Holdings, Inc. and to disclose the material definitive agreements related to the financing of this acquisition.

The acquisition was financed through a combination of a $1.416 billion Senior Credit Facility and a $1.284 billion Bridge Credit Facility, both established on August 22, 2008. These facilities were used to fund the purchase price, pay related fees and expenses, and for general corporate purposes.

NYMEX Holdings shareholders could elect to receive either cash or CME Group Class A common stock. The cash consideration was $81.16 per share, and the stock consideration was initially set at 0.2378 shares of CME Group Class A common stock per share of NYMEX Holdings common stock. However, due to a mandatory cash component and proration, the final consideration for those who elected stock was approximately $7.29 in cash and 0.2164 shares of CME Group Class A common stock per share of NYMEX Holdings.

Yes, CME Group declared a special dividend of $5.00 per share for both its Class A and Class B common stock, payable on October 10, 2008, to shareholders of record as of September 25, 2008. Additionally, three former directors of NYMEX Holdings have joined the CME Group board of directors.