NYSE Euronext (NYX) (the “Company”) today announced the early results of its previously announced cash tender offer (the “Offer”) to purchase any and all of its outstanding 4.80% Notes due 2013 (the “Notes”).
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 and related Letter of Transmittal (collectively, the “Offer Documents”).
According to D.F. King & Co., Inc., the Tender Agent for the Offer, as of 5:00 p.m., New York City time, on September 27, 2012 (the “Early Tender Time”), the Company had received valid tenders from Holders of Notes as outlined in the table below.
|
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Principal Amount Tendered as of the Early Tender Time |
Percent of Principal Amount Outstanding Tendered |
|
4.80% Notes due 2013 |
629491AA9 |
$750,000,000 |
$335,023,000 |
44.7% |
Tendered Notes cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m., New York City time, on September 27, 2012. The Offer will expire at 11:59 p.m., New York City time, on October 12, 2012, unless extended by the Company (the “Expiration Time”).
The Early Settlement Date for Notes tendered at or prior to the Early Tender Time is expected to be October 5, 2012, but 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 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.
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 begin_of_the_skype_highlighting FREE (980) 683-3215 end_of_the_skype_highlighting (Collect)); UBS Investment Bank, 677 Washington Boulevard, Stamford, Connecticut 06901 (Tel: (888) 719-4210 begin_of_the_skype_highlighting FREE (888) 719-4210 end_of_the_skype_highlighting (U.S. Toll Free) or (203) 719-4210 begin_of_the_skype_highlighting FREE (203) 719-4210 end_of_the_skype_highlighting (Collect)); and Wells Fargo Securities, 301 South College Street, 6th Floor, Charlotte, North Carolina 28202 (Tel: (866) 309-6316 begin_of_the_skype_highlighting FREE (866) 309-6316 end_of_the_skype_highlighting (U.S. Toll Free) or (704) 715-8341 begin_of_the_skype_highlighting FREE (704) 715-8341 end_of_the_skype_highlighting (Collect))
Tender and Information Agent: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005 (Tel: (212) 269-5550 begin_of_the_skype_highlighting FREE (212) 269-5550 end_of_the_skype_highlighting (Banks and brokers) and (800) 207-3158 begin_of_the_skype_highlighting FREE (800) 207-3158 end_of_the_skype_highlighting (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.
