8-KMaterial AgreementsFinancial EventsExhibits & Filings

CME GROUP INC. 8-K Report, Material Agreement (Mar 10, 2010)

Filed March 10, 2010For Securities:CME

Summary

CME Group Inc. (CME) has filed an 8-K report detailing a significant financing and joint venture arrangement. The company's subsidiary, CME Group Index Services LLC, is issuing $612.5 million in 4.40% senior notes due 2018. These notes are guaranteed by the parent company, CME Group Inc. The proceeds from this debt offering are primarily intended to fund a special distribution to Dow Jones & Company, amounting to approximately $607.5 million. This transaction is intrinsically linked to the formation of a new joint venture. This joint venture will be 90% owned by CME Group and 10% by Dow Jones & Company. The venture's assets will include the Dow Jones Indexes business and the CBOT market data services business. The concurrent closing of the note offering and the joint venture formation indicate a strategic move by CME Group to leverage its index and data services while undertaking a substantial debt financing.

Key Highlights

  • 1CME Group Inc. subsidiary priced an offering of $612.5 million in 4.40% senior notes due 2018.
  • 2The senior notes are fully and unconditionally guaranteed by CME Group Inc.
  • 3Proceeds will be used to fund a special distribution of approximately $607.5 million to Dow Jones & Company.
  • 4The transaction is tied to the formation of a new joint venture that will own Dow Jones Indexes and CBOT market data services.
  • 5CME Group will own 90% of the joint venture, with Dow Jones & Company owning 10%.
  • 6The offering is being conducted through a private placement to qualified institutional buyers and non-U.S. persons.
  • 7The closing of the note offering and the joint venture are expected to occur concurrently.

Frequently Asked Questions

The primary purpose of the offering is to fund a special distribution of approximately $607.5 million to Dow Jones & Company, as part of the formation of a new joint venture.

The joint venture will be 90% owned by CME Group and 10% by Dow Jones & Company. It will own the Dow Jones Indexes business and the CBOT market data services business.

The notes are issued by CME Group Index Services LLC, a subsidiary, but they are fully and unconditionally guaranteed by the parent company, CME Group Inc. Therefore, CME Group Inc. is ultimately responsible for their repayment.

No, the notes are being offered only to qualified institutional buyers and non-U.S. persons pursuant to specific exemptions under the Securities Act (Rule 144A and Regulation S), indicating a private placement rather than a public offering.