NYSE Euronext (NYX) (the “Company”) today announced that
it has priced its cash tender offer (the “Offer”) to
purchase any and all of its outstanding 4.80% Notes due 2013 (the
“Notes”) pursuant to the previously announced Offer.
On September 14, 2012, the Company commenced the Offer to
purchase the Notes 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 “Offer Documents”).
Holders who validly tendered and did not withdraw their Notes on
or prior to the Early Tender Time, which is 5:00 p.m., New York
City time, on September 27, 2012, and whose Notes are purchased
pursuant to the Offer, will be entitled to receive the total
consideration (the “Full Tender Offer Consideration”), which
includes the Early Tender Payment of $30 per $1,000 principal
amount of Notes accepted for purchase, plus accrued and unpaid
interest up to, but not including, the Early Settlement Date, which
is currently expected to be October 5, 2012, but which may change
depending on when (or if) the Financing Condition referred to below
is satisfied. Holders who validly tender their Notes after the
Early Tender Time but before 11:59 p.m., New York City time, on
October 12, 2012, unless extended or earlier terminated by the
Company (the “Expiration Time”), and whose Notes are
purchased pursuant to the Offer, will receive an amount equal to
the Full Tender Offer Consideration minus the Early Tender Payment,
plus accrued and unpaid interest up to, but not including, the
Final Settlement Date.
The Full Tender Offer Consideration was determined as described
in the Offer to Purchase, and is equal to: (i) the present value of
future principal and interest payments on the Notes discounted to
the applicable settlement date at a rate equal to the sum of (x)
the yield to maturity of the reference security set forth in the
table below, calculated by the dealer managers based on the
bid-side price at 11:00 a.m., New York City time, on September 27,
2012, and (y) the fixed spread set forth in the table below, minus
(ii) accrued and unpaid interest from, and including, the last
interest payment date to, but not including, the applicable
settlement date.
Principal
Title of CUSIP Amount
Reference Security
Reference
Fixed
Full Tender Offer Security Number
Outstanding
Yield
Spread
Consideration(1)(2) 4.80% Notes 0.375% U.S. Treasury
due 2013 629491AA9 $750,000,000 Note due 06/30/2013 0.178% +10 bps
$1,032.98
(1) Includes the Early Tender Payment of $30 per $1,000
principal amount of Notes; excludes accrued interest.
(2) Per $1,000 principal amount of Notes validly tendered and
accepted.
Tendered Notes cannot be withdrawn after the Withdrawal
Deadline, which is 5:00 p.m., New York City time, on September 27,
2012, unless extended by the Company.
Closing of the Offer is subject to the conditions described in
the Offer Documents, including the Company having issued a minimum
aggregate principal amount of $750 million of new debt securities
(the “Financing Condition”). However, the Offer is not
conditioned on the tender of any minimum principal amount of
Notes.
Full details of the terms and conditions of the Offer are set
out in the Offer Documents, which are available from the Tender and
Information Agent. Capitalized terms in this announcement shall
have the meanings given to them in the Offer Documents.
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 Offer is being made solely
pursuant to the Offer Documents. The Offer Documents contain
important information which should be read carefully before any
decision is made to participate in the Offer.
Additional Information
The Company has retained BofA Merrill Lynch, UBS Investment Bank
and Wells Fargo Securities as Dealer Managers of the Offer. D.F.
King & Co., Inc. is the Tender Agent and Information Agent for
the Offer.
The following is contact information for the Dealer Managers and
Tender and Information Agent:
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))
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)
The Offer is 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 Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of the
Company by the 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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