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NYSE Euronext Announces Expiration And Final Results Of Tender Offer For Any And All Of Its 4.80% Notes Due 2013

Date 15/10/2012

On September 14, 2012, NYSE Euronext (NYX) (the “Company”) commenced a cash tender offer (the “Offer”) to purchase any and all of its outstanding 4.80% Notes due 2013 (the “Notes”) in accordance with the terms and conditions set forth in its Offer to Purchase and related Letter of Transmittal (collectively, the “Offer Documents”). The Company has accepted all Notes validly tendered and not withdrawn as of 11:59 p.m., New York City time, on October 12, 2012 (the “Expiration Time”).

According to D.F. King & Co., Inc., the Tender Agent for the Offer, the Company had received valid tenders from Holders of Notes as outlined in the table below as of the Expiration Time.

Title of Security  

CUSIP
Number

 

Principal Amount
Outstanding

 

Principal Amount
Tendered as of the
Expiration Time

 

Percent of Principal
Amount Outstanding
Tendered

4.80% Notes due 2013   629491AA9   $750,000,000   $336,188,000   44.8%

Of the total principal amount tendered as of the Expiration Time shown in the table above, $335,023,000 (or 44.7%) principal amount of the Notes were validly tendered and not withdrawn by Holders on or prior to the Early Tender Time, which was 5:00 p.m., New York City time, on September 27, 2012. The Company accepted all such Notes for purchase, and settlement for all such Notes was on October 5, 2012 (the “Early Settlement Date”). Holders of such Notes received the Full Tender Offer Consideration of $1,032.98 per $1,000 principal amount of Notes (which included the Early Tender Payment of $30), plus accrued and unpaid interest up to, but not including, the Early Settlement Date.

A total of $1,165,000 principal amount of Notes were validly tendered after the Early Tender Time and on or prior to the Expiration Time. The Final Settlement Date for such Notes is expected to be October 16, 2012. As described in the Offer Documents, Holders of such Notes will receive the Late Tender Offer Consideration of $1,002.98 per $1,000 principal amount of Notes (which does not include the Early Tender Payment), plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

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. The Offer is being made solely pursuant to the Offer Documents.

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.