01—Abstract
Summary
Summary of the 8-K filed March 8, 2022. Cited figures are marked; the original filing is the authoritative source.
CME Group Inc. has completed a public offering of $750 milliona in aggregate principal amount of 2.650% Notes due 2032.
The primary use of proceeds is to redeem outstanding 3.00%b notes due 2022, effectively refinancing this debt. The remaining proceeds will be used for general corporate purposes. This offering was made under an existing shelf registration statement, indicating efficient capital market access for the company.
The new notes carry a coupon of 2.650%c and mature in 2032, offering a lower interest rate compared to the 3.00% notes being retired. The indenture governing these new notes includes covenants that restrict certain company actions, such as incurring specific liens or engaging in sale and leaseback transactions, and mandates a repurchase offer upon a change of control. Investors should note the refinancing strategy, the terms of the new debt, and the protective covenants for bondholders.
02—Key points
Key Highlights
- Completed a $750 million public offering of 2.650% Notes due 2032.
- Proceeds will be used to redeem $750 million of 3.00% notes due 2022, reducing interest expense.
- The new notes have a maturity date in 2032 and a fixed interest rate of 2.650%.
- The offering was conducted under an automatic shelf registration statement, demonstrating established market access.
- The new debt is governed by an indenture with covenants limiting liens, sale/leaseback transactions, and requiring a change of control offer.
- The company may redeem the notes at its option under specified conditions, including a make-whole provision before maturity.
- Interest payments on the new notes are scheduled for March 15 and September 15, with the first payment on September 15, 2022.
03—Questions
Frequently Asked Questions
What is the primary purpose of this $750 million debt offering?
The primary purpose is to redeem and retire the company's outstanding $750 million aggregate principal amount of 3.00% notes due 2022. This is a refinancing transaction aimed at lowering the company's interest expenses.
What are the key terms of the new notes issued?
The new notes have an aggregate principal amount of $750 million, bear a fixed interest rate of 2.650% per annum, and mature in 2032. Interest is payable semi-annually on March 15 and September 15.
What protections do the new notes offer to investors?
The notes are governed by an indenture that includes covenants limiting the company's ability to incur certain liens and engage in specific transactions like sale and leaseback agreements. Additionally, upon a change of control triggering event, CME Group is required to offer to repurchase the notes at 101% of their principal amount plus accrued interest.
Can CME Group redeem these new notes before their maturity date?
Yes, CME Group has the option to redeem the notes at any time in whole or in part. Prior to three months before maturity (December 15, 2031), redemption is at a price equal to the greater of 100% of the principal amount or a 'make-whole amount,' plus accrued interest. On or after December 15, 2031, redemption is at 100% of the principal amount plus accrued interest.
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