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Notes validly tendered (and not withdrawn) at or prior to 5:00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.
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