NEW YORK ( TheStreet) -- The $11.3 billion bid by Nasdaq OMX ( NDAQ) and IntercontinentalExchange ( ICE) for NYSE Euronext ( NYX) is not a shareholder or regulatory shoe-in because the amount of debt the merger proposal carries.

"It could bring about a higher risk because there is more leverage and debt. There are more issues to consider. If the leverage is not handled properly, the future of our financial capital markets is at stake," says Richard Repetto, analyst with Sandler O'Neill + Partners in New York.

Nasdaq and IntercontinentalExchange announced a hostile bid for NYSE Friday that represents a 19% premium over a rival proposal from Deutsche Boerse, based on Deutsche Boerse's closing price on Thursday, according to a Nasdaq statement. The deal also represents a 27% premium over NYSE Euronext's unaffected stock price on Feb. 8, a day prior to when the merger talks with Deutsche Boerse were announced.

While Repetto admits that the Nasdaq/ICE premium is a "major pro," both NYSE directors and regulators like the Securities and Exchange Commission will question the amount of debt used to fund the deal. The acquisition would be financed using cash and $3.8 billion in financing, including commitments from Bank of America ( BAC)and Wells Fargo ( WFC).

The bid surprised Repetto, who estimated that Nasdaq would only have a 25 percent chance of pulling together a bid in January.

"I think this makes it a ball game here," said Repetto. "It is a high enough bid to get attention. It will have to be considered because of the premium. There are pros and cons to the deal."

Any deal would be examined by regulators and it is likely that they will scrutinize the impact on the market before offering anti-trust approval.

In addition, Repetto argues that if the Nasdaq/ICE bid is approved, there will be more layoffs than if a Deutsche Boerse merger were successful.

"I think you have you have to look at this hard. There are a lot of people here in New York that work for both exchanges so will there be more likely jobs lost with the Nasdaq deal in New York," said Repetto.

--Written by Maria Woehr in New York.

To contact the writer of this article, click here: Maria Woehr.

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