NYX Nyse Euronext

NYSE Euronext (NYX) (the “Company”) today announced cash tender offers (the “Offers”) to purchase any and all of its outstanding US$750,000,000 4.80% Notes due 2013 (the “US Tender Offer”) and up to €250,000,000 (subject to increase or decrease, the “Euro Tender Cap”) of its outstanding €1,000,000,000 5.375% Notes due 2015 (the “Euro Tender Offer”). The US Tender Offer is being made in accordance with the terms and conditions set forth in an Offer to Purchase dated September 14, 2012 (the “Offer to Purchase”) and related Letter of Transmittal (collectively, the “US Offer Documents”). The Euro Tender Offer is being made in accordance with the terms and conditions set forth in a Tender Offer Memorandum dated September 14, 2012 (the “Tender Offer Memorandum” and, together with the US Offer Documents, the “Offer Documents”).

The securities subject to purchase (collectively, the “Notes”) and other information relating to the Offers are set forth in the table below.

Title of Security   CUSIP Number or ISIN   Principal Amount Outstanding   Early Tender Payment   Reference Security   Fixed Spread 4.80% Notes due 2013 (the “US Notes”) 629491AA9 US$750,000,000 US$30 per US$1,000 principal amount of US Notes 0.375% U.S. Treasury Note due 30 June 2013 +10 bps   5.375% Notes due 2015 (the “Euro Notes”) XS0358820222 €1,000,000,000 €30 per €1,000 principal amount of Euro Notes Bund OBL 1.75% due

9 October 2015

#158

(DE0001141588)

+132 bps

The following is a summary of key terms of the US Tender Offer:

• The total consideration payable pursuant to the US Tender Offer per US$1,000 principal amount of US Notes validly tendered (and not withdrawn) at or prior to 5:00 p.m., New York City time, on September 27, 2012, unless extended by the Company (the “US Early Tender Time”), and accepted for purchase will be the Full Tender Offer Consideration described in the Offer to Purchase (the “US Full Tender Offer Consideration”), calculated by the dealer managers as of 11:00 a.m., New York City time, on September 27, 2012, unless extended by the Company (the US Full Tender Offer Consideration includes the US Early Tender Payment described below).
• US Notes tendered on or prior to the US Early Tender Time will receive an early tender payment of US$30.00 per US$1,000 principal amount tendered (the “US Early Tender Payment”). US Notes tendered after the US Early Tender Time will not be eligible to receive the US Early Tender Payment.
• US Notes validly tendered after the US Early Tender Time but at or before 11:59 p.m., New York City time, on October 12, 2012 (the “US Expiration Time”) will receive an amount equal to the US Full Tender Offer Consideration minus the US Early Tender Payment.
• Accrued and unpaid interest will be paid on all US Notes tendered and accepted for payment in the US Tender Offer from, and including, the last interest payment date to, but not including, the date on which the US Notes are purchased. Subject to the Company’s election to settle early, the Company currently expects the early settlement date for the US Tender Offer to be on or around October 3, 2012 (but such date may change without notice). The Company currently expects the final settlement date for the US Tender Offer to be on or around October 15, 2012 (but such date may change without notice).
• The US Tender Offer will expire at the US Expiration Time, unless extended or earlier terminated.
• Tenders of US Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on September 27, 2012, unless extended, but not thereafter.

The following is a summary of key terms of the Euro Tender Offer:

• The total consideration payable pursuant to the Euro Tender Offer per €1,000 principal amount of Euro Notes validly tendered (and not withdrawn) at or prior to 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012, unless extended by the Company (the “Euro Early Tender Time”), and accepted for purchase will be the Full Tender Offer Consideration described in the Tender Offer Memorandum (the “Euro Full Tender Offer Consideration”), calculated by the dealer managers as of 14:00 hours CET (8:00 a.m. New York City time), on the date which is the later to occur of (i) the day of the Euro Early Tender Time and (ii) the business day following the day on which the Company prices a new offering of debt securities (the “Euro Price Determination Time”), unless extended by the Company (the Euro Full Tender Offer Consideration includes the Euro Early Tender Payment described below).
• Euro Notes tendered on or prior to the Euro Early Tender Time will receive an early participation amount of €30.00 per €1,000 principal amount tendered (the “Euro Early Tender Payment”). Euro Notes tendered after the Euro Early Tender Time will not be eligible to receive the Euro Early Tender Payment.
• Euro Notes validly tendered after the Euro Early Tender Time but at or before 17:00 hours CET (11:00 a.m. New York City time), on October 16, 2012 (the “Euro Expiration Time”) will receive an amount equal to the Euro Full Tender Offer Consideration minus the Euro Early Tender Payment.
• Accrued and unpaid interest will be paid on all Euro Notes tendered and accepted for payment in the Euro Tender Offer from, and including, the last interest payment date to, but not including, the date on which the Euro Notes are purchased.
• The Company has the right to elect, following the Euro Early Tender Time and prior to the Euro Expiration Time, to exercise an early settlement right as described further in the Tender Offer Memorandum. The Company currently expects the final settlement date for the Euro Tender Offer to be on or around October 18, 2012 (but such date may change without notice).
• The Euro Tender Offer will expire at the Euro Expiration Time, unless extended or earlier terminated.
• Tenders of Euro Notes may be validly withdrawn at any time prior to 17:00 hours CET (11:00 a.m. New York City time), on September 27, 2012, unless extended, but not thereafter.
• The Company currently intends to accept an aggregate principal amount of Euro Notes up to the Euro Tender Cap, although the Company reserves the right, in its sole discretion, to accept less than or more than such amount for purchase.
• In the event that the amount of Euro Notes validly tendered for purchase pursuant to the Euro Tender Offer is greater than the Euro Tender Cap, the Company intends to accept Euro Notes on a pro rata basis. Each tender of Euro Notes that is prorated in this manner will be rounded down to the nearest €50,000.

This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Notes or an offer to sell or the solicitation of an offer to purchase any new securities. The Offers are being made solely pursuant to the Offer Documents. Full details of the terms and conditions of the Offers are set out in the Offer Documents, which are available from the US Tender Agent and Euro Tender Agent, respectively. The Offer Documents contain important information which should be read carefully before any decision is made to participate in the Offers.

Closing of the Offers is subject to the conditions described in the Offer Documents, including the completion of an offering of new debt securities by the Company. In particular:

• The US Tender Offer is conditioned upon the Company having issued a minimum aggregate principal amount of US$750 million of new debt securities.
• The Euro Tender Offer is conditioned upon the Company having issued a minimum aggregate principal amount of US$750 million plus an amount equal to the Euro Tender Cap (as converted to US dollars) of new debt securities.

However, the Offers are not conditioned on the tender of any minimum principal amount of Notes and neither Offer is conditioned on the closing of the other.

Additional Information

The Company has retained BofA Merrill Lynch, UBS Investment Bank and Wells Fargo Securities as dealer managers of the US Tender Offer and Societe Generale Corporate and Investment Banking, Credit Agricole CIB and Lloyds Bank as dealer managers of the Euro Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent for the US Tender Offer, and Lucid Issuer Services Limited is the Tender Agent for the Euro Tender Offer.

The following is contact information for the relevant dealer managers and Tender and Information Agents:

US Dealer Managers: BofA Merrill Lynch, 214 N. Tryon Street, 17th Floor, Charlotte, North Carolina 28255 (Tel: (888) 292-0070 (U.S. Toll Free) or (980) 683-3215 (Collect)); UBS Investment Bank, 677 Washington Boulevard, Stamford, Connecticut 06901 (Tel: (888) 719-4210 (U.S. Toll Free) or (203) 719-4210 (Collect)); and Wells Fargo Securities, 301 South College Street, 6th Floor, Charlotte, North Carolina 28202 (Tel: (866) 309-6316 (U.S. Toll Free) or (704) 715-8341 (Collect))

Euro Dealer Managers: Société Générale, 17, Cours Valmy, 92987 Paris La Défense, France (Tel: +1 (212) 278 6964 (for U.S. persons) / +33 1 58 98 45 81 (for non-U.S. persons), e-mail: liability.management@sgcib.com); Crédit Agricole Corporate and Investment Bank, Broadwalk House, 5 Appold Street, EC2A 2DA London, United Kingdom (Tel: +44 20 7214 7408 / +44 20 7214 6712, e-mail: steve.sahara@ca-cib.com, jonathan.blondeau@ca-cib.com); and Lloyds TSB Bank plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Tel: +44 20 7158 3981, email: liability.management@lloydsbanking.com)

US Tender and Information Agent: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005 (Tel: (212) 269-5550 (Banks and brokers) and (800) 207-3158 (U.S. Toll Free for all others), e-mail: nyseeuronext@dfking.com)

Euro Tender Agent: Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom (Tel. +44 20 7704 0880, e-mail: nyseeuronext@lucid-is.com)

The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company by the relevant dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About NYSE Euronext

NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The Company’s exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), the Company's equities markets - the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca - represent one-third of the world’s equities trading, the most liquidity of any global exchange group. The Company also operates NYSE Liffe, one of the leading European derivatives businesses and the world’s second-largest derivatives business by value of trading. The Company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. The Company is in the S&P 500 index.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the Company, may include projections of the Company’s future financial performance based on the Company’s growth strategies and anticipated trends in the Company’s business and industry. These statements are only predictions based on the Company’s current expectations and projections about future events. There are important factors that could cause the Company’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2011, and any additional risks and uncertainties described in the Company’s subsequent Quarterly Reports on Form 10-Q.

These risks and uncertainties are not exhaustive. Sections of the Offer Documents describe additional factors that could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can the Company assess the impact that these factors will have on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company is under no duty to update any of these forward-looking statements after the date of this press release to conform the Company’s prior statements to actual results or revised expectations and the Company does not intend to do so.

The Company cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. The Company expressly qualify in their entirety all forward-looking statements attributable to the Company or any person acting on the Company’s behalf by the cautionary statements referred to above.