NYSE Euronext (NYX) (the “ Company”) today announced that it has priced its cash tender offer (the “ Offer”) to purchase any and all of its outstanding 4.80% Notes due 2013 (the “ Notes”) pursuant to the previously announced Offer. 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 (the “ Offer to Purchase”) and related Letter of Transmittal (collectively, the “ Offer Documents”). Holders who validly tendered and did not withdraw their Notes on or prior to the Early Tender Time, which is 5:00 p.m., New York City time, on September 27, 2012, and whose Notes are purchased pursuant to the Offer, will be entitled to receive the total consideration (the “ Full Tender Offer Consideration”), which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the Early Settlement Date, which is currently expected to be October 5, 2012, but which 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 11:59 p.m., New York City time, on October 12, 2012, unless extended or earlier terminated by the Company (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. The Full Tender Offer Consideration was determined as described in the Offer to Purchase, and is equal to: (i) the present value of future principal and interest payments on the Notes discounted to the applicable settlement date at a rate equal to the sum of (x) the yield to maturity of the reference security set forth in the table below, calculated by the dealer managers based on the bid-side price at 11:00 a.m., New York City time, on September 27, 2012, and (y) the fixed spread set forth in the table below, minus (ii) accrued and unpaid interest from, and including, the last interest payment date to, but not including, the applicable settlement date.
|Title of||CUSIP||Amount||Reference Security||Reference||Fixed||Full Tender Offer|
|4.80% Notes||0.375% U.S. Treasury|
|due 2013||629491AA9||$750,000,000||Note due 06/30/2013||0.178%||+10 bps||$1,032.98|
(2) Per $1,000 principal amount of Notes validly tendered and accepted.Tendered Notes cannot be withdrawn after the Withdrawal Deadline, which is 5:00 p.m., New York City time, on September 27, 2012, unless extended by the Company. 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 (Collect)); UBS Investment Bank, 677 Washington Boulevard, Stamford, Connecticut 06901 (Tel: (888) 719-4210 (U.S. Toll Free) or (203) 719-4210 (Collect)); and Wells Fargo Securities, 301 South College Street, 6th Floor, Charlotte, North Carolina 28202 (Tel: (866) 309-6316 (U.S. Toll Free) or (704) 715-8341 (Collect))
Tender and Information Agent: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005 (Tel: (212) 269-5550 (Banks and brokers) and (800) 207-3158 (U.S. Toll Free for all others), e-mail: email@example.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. About NYSE Euronext NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The Company’s exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), the Company's equities markets - the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca - represent one-third of the world’s equities trading, the most liquidity of any global exchange group. The Company also operates NYSE Liffe, one of the leading European derivatives businesses and the world’s second-largest derivatives business by value of trading. The Company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. The Company is in the S&P 500 index. Disclaimer and Cautionary Note Regarding Forward-Looking Statements This press release contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the Company, may include projections of the Company’s future financial performance based on the Company’s growth strategies and anticipated trends in the Company’s business and industry. These statements are only predictions based on the Company’s current expectations and projections about future events. There are important factors that could cause the Company’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2011, and any additional risks and uncertainties described in the Company’s subsequent Quarterly Reports on Form 10-Q.
These risks and uncertainties are not exhaustive. Sections of the Offer Documents describe additional factors that could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can the Company assess the impact that these factors will have on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company is under no duty to update any of these forward-looking statements after the date of this press release to conform the Company’s prior statements to actual results or revised expectations and the Company does not intend to do so. The Company cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. The Company expressly qualify in their entirety all forward-looking statements attributable to the Company or any person acting on the Company’s behalf by the cautionary statements referred to above.