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Eurex US' new equity partners comprise a diverse group of U.S. financial institutions and futures market participants and include many of the major participants in the U.S. Treasury market. The equity partnership underlines the strong ties Eurex has forged with the industry and the shared belief that Eurex US will bring more competition to the US futures industry and more efficient trading of financial futures contracts. Upon closing of the transaction, the Exchange Place Holdings consortium will comprise 17 shareholders, including Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co., Lehman Brothers Inc., Man Financial Inc., Morgan Stanley & Co. Inc., and Refco LLC.
The equity partnership will be facilitated by a merger of BrokerTec Futures Exchange (BTEX) and a subsidiary of Eurex US. Eurex US would acquire the assets, including the staff and the goodwill, of BTEX, but would not acquire any of the liabilities of BTEX. In addition, the seven shareholder firms mentioned above or their affiliates have agreed to make individual revenue commitments to Eurex US in consideration for the receipt of an increased equity interest. These firms expect to become active participants on the new exchange from its launch, which is scheduled for February 1, 2004, subject to CFTC approval.
The aggregate revenue commitments total 18 million USD over 36 months and are creditable only against exchange fees payable for proprietary and non-discretionary customer orders. The agreements do not include any arrangements involving compensation or credits for directing discretionary customer orders to the new exchange. The revenue commitment agreements have been submitted to the CFTC for review.
The transaction would also result in a significant diversification of the Board of Directors of Eurex US. As announced in November last year, the Eurex US Board of Directors will have 12 directors. Under the terms of the transaction, Exchange Place Holdings would appoint three of these directors. It is anticipated that the following directors will join the board: Kaushik I. Amin, Managing Director and Global Co-Head of Interest Rate Products for Lehman Brothers Inc., Bradford S. Levy, Vice President, Fixed Income Commodities & Currencies division at Goldman, Sachs & Co. and Jeffrey D. Jennings, Managing Director with the Fixed Income Division of Morgan Stanley & Co. Three further directors will represent proprietary trading/arbitrage firms, institutional investors and independent clearers with one director selected from each group. Eurex will appoint the remaining 6 directors. The board would thus include broad representation by a cross section of the U.S futures industry. It is also expected that a majority of the directors will be U.S. citizens or located in the U.S.
Eurex CEO Rudolf Ferscha said: "The participation of these leading industry players in Eurex US through this equity partnership underscores the support for the Eurex US market model and the demand in the industry for a level playing field and low cost exchange. The governance of Eurex US will greatly benefit from the participation of a wide range of U.S. industry participants from all major user groups."
Dennis Scurletis, Chairman of BTEX, echoed Mr. Ferscha's comments, adding: "The strategic partnership signed today by Eurex and these major U.S. financial institutions will help bring increased competition and innovation to the U.S. futures industry. The result will be a more transparent market place, lower fees for futures traders and more efficient trading. The proven Eurex market model, combined with the support of these major global financial institutions, will deliver the efficiencies, transparency, growth, and reduced costs that the U.S. futures market is looking for."
The agreement provides for Eurex US to be the operating exchange following the consummation of the merger. This reflects the decision of Eurex and BTEX, following discussions with the CFTC, to pursue designation of Eurex US, rather than to abandon the designation of Eurex US in reliance on BTEX's existing exchange designation.
Eurex and the leading U.S. firms in the new exchange have been in consultation with the CFTC regarding the transaction and are committed to working closely with the CFTC in connection with the pending regulatory approval process in order to achieve a successful and timely launch of the new exchange.
In this context Eurex has agreed to make the following additional commitments to the Commission : "In connection with, and as a condition to, the designation of U.S. Futures Exchange, L.L.C. (Eurex US) as a contract market, Eurex US hereby agrees as follows:
- Prior to the third quarter 2004, Eurex US will not file with the Commodity Futures Trading Commission (Commission) an application, or request for regulatory action, which will approve or permit Eurex US' utilization, directly or indirectly, of any clearing organization that is not a Commission registered derivatives clearing organization, in connection with the clearing, settlement, netting, offsetting of, or implementation of any clearing link for, Eurex US listed or traded contracts, whether dollar denominated or non-dollar denominated.
- Eurex US will not engage in any of the activities described in paragraph (1) immediately above without prior Commission approval or permission.
- Eurex US agrees to provide to the Commission, one month in advance of its proposed effective date, any non-traditional form of incentive program it plans to implement.
- Eurex US will not operate the BrokerTec Futures Exchange, L.L.C. (BTEX) as a contract market in reliance on the designation previously granted by the Commission to BTEX, without prior Commission approval or permission."
