NYSE Euronext (NYX) (the “Company”) today announced the early results and pricing for its cash tender offer (the “Offer”) to purchase up to €250,000,000 (subject to increase or decrease, the “Tender Cap”) of its outstanding 5.375% Notes due 2015 (the “Notes”), as set forth in the Tender Offer Memorandum dated September 14, 2012 (the “Tender Offer Memorandum”).
At the applicable settlement date, the Company intends to accept tenders of Notes tendered at or prior to 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012 (the “Early Tender Time”) in an amount and for the Full Tender Offer Consideration set out below, subject to the satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. The Company would also pay the amount of Accrued Interest with respect to each purchased Note as set out below.
Principal amount of Notes tendered at or prior to the Early Tender Time: €80,000,000
Reference Yield: 0.114%
Purchase Yield: 1.434% (Reference Yield plus Fixed Spread of 132 bps)
Full Tender Offer Consideration per €1,000 principal amount of Notes: €1,104.86
Accrued Interest per €1,000 principal amount of Notes: €14.28 (assuming an Early Acceptance Date and an Early Settlement Date of October 5, 2012)
Notes tendered after the Early Tender Time and at or prior to the Expiration Time (defined below) and accepted for purchase, if any, would be eligible to receive the Late Tender Offer Consideration per €1,000 principal amount of Notes of €1,074.86 and not the Full Tender Offer Consideration, as described in the Tender Offer Memorandum.
The Early Acceptance Date and the Early Settlement Date are both currently expected to be October 5, 2012, but may change depending on when (or if) the Financing Condition is waived or satisfied. Tendered Notes cannot be withdrawn after the Withdrawal Deadline, which was 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012. The Offer will expire at 11:59 p.m., New York City time, on October 16, 2012, unless extended or earlier terminated by the Company (the “Expiration Time”).
Settlement of the Offer is subject to satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including 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 Tender Offer Memorandum, which is available from the Tender Agent. Capitalized terms in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
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 Tender Offer Memorandum, as modified hereby. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made to participate in the Offer.
Additional Information
The Company has retained Societe Generale Corporate and Investment Banking, Credit Agricole CIB and Lloyds Bank as Dealer Managers of the Offer. Lucid Issuer Services Limited is the Tender Agent for the Offer.
The following is contact information for the Dealer Managers and Tender Agent:
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)
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 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 relevant Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
