Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (April 2010)
19 slides from Cboe Global Markets's merger presentation, Apr 26, 2010
Slide 1: CBOE Demutualization Member Meeting
CBOE Demutualization Member Meeting April 26, 2010 Filed by CBOE Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: CBOE Holdings, Inc. Subject Company’s Commission File No.: 333-140574 The following slide presentation was delivered at a CBOE member mee
Slide 2: Agenda
Agenda Recap of last meeting April 12 and April 26 filings What is new or changed in the S-4? Overview of initial public offerings Objectives Participation Process Next steps and timeline
Slide 3: Recap of Last Membership Meeting
Recap of Last Membership Meeting CBOE’s demutualization strategy Review of settlement requirements Seat conversion Special dividend Proposed IPO with subsequent lock up Multiple liquidity opportunities Proposed tender offer
Slide 4: April Filings
April 12 and April 26 Filings On April 12th we filed Amendment 6 to the S-4 Registration Statement and Amendment 1 to the S-1 Registration Statement These filings updated various types of information but also included some changes with respect to the shares to be issued and permit types Today, April
Slide 5: Notable Changes
Notable Changes Each seat will now convert into 80,000 shares of CBOE Holdings Class A common stock The special dividend has been adjusted to $1.25 per share, or $100,000 per seat, to account for increase in shares Listing venue has been determined to be NASDAQ Access prices are included
Slide 6: Access Pricing
Access Pricing Monthly 2010 Types of permits Fee Fee*__ Market Maker $7,500 $6,000 Floor Broker $7,500 $6,000 Electronic Access $2,000 $1,600 Quoting & order entry bandwidth $3,750 $3,000 Order entry bandwidth $2,000 $1,600 Tier appt. surcharge (SPX) $3,000 $3,000 *Fee schedule until end of 2010
Slide 7: Initial Public Offerings
Initial Public Offerings Objectives Participation opportunities Overview of IPO Process Size and pricing Factors influencing pricing The process Minimum price discussion
Slide 8: Objectives of an IPO
Objectives of an IPO Convert seats into stock and list for trading Sell sufficient stock to create a liquid market Attract institutional buyers who will tend to be long-term holders and accumulators of the stock Provide greater strategic flexibility
Slide 9: Participation: As Seller
Participation: As Seller The seat owners and settlement class members who become shareholders will be able to participate in the IPO as sellers This participation as sellers must be limited to 20% or less of the primary shares offered in the IPO. This is due to the need to preserve certain tax treat
Slide 10: Participation: As Buyer
Participation: As Buyer A “Directed Shares Program” is planned, which will allow seat owners, certain settlement class members, directors and CBOE employees to participate in the IPO as buyers Materials cannot be mailed until the “red herring” prospectuses are available Depending on demand, the numb
Slide 11: IPO Process: Size and Pricing
IPO Process: Size and Pricing New shares (primary shares) issued by the company dilute the holdings of existing shareholders Objective is to establish sufficient float to support a liquid market and attract institutional holders Depending on size, 10-15% of a company is considered to provide an adeq
Slide 12: Factors Influencing Pricing
Factors Influencing Pricing Markets sentiment/public benchmarks No direct CBOE comparables Publicly traded derivative exchanges represent most appropriate comparisons Financial performance and outlook Volume C-2 Access Proposed fee caps Strategic prospects
Slide 13: IPO Process
IPO Process S-1 with price range is filed prior to road show Road show is vehicle for marketing to institutional investors Shares allocated through a process to marry those investors who best understand CBOE’s story with those willing to pay the highest price Process is designed to attract broadest
Slide 14: Minimum Price Discussion
Minimum Price Discussion What the minimum price represents Price below which CBOE will not pursue an IPO without seeking additional member approval A price that incorporates flexibility needed due to business and market risk given lag time between S-4 filing and IPO pricing “We may proceed with the
Slide 15: What the Minimum Price Is Not
What the Minimum Price Is Not Minimum price is not the IPO offering price It not necessarily representative of long-term value of members’ holdings IPO is a mechanism for establishing a public market for CBOE’s stock, a step with strategic importance Value will ultimately be determined by market par
Slide 16: Why Should We Proceed?
Why Should We Proceed? Minimum price may be less than what you may have expected We must move forward to achieve the previously stated objectives of an IPO Convert seats into stock that can be listed for trading Sell sufficient stock to create a liquid market Attract institutional buyers who will te
Slide 17: Next Steps and Projected Timetable
Next Steps and Projected Timetable Final amendment to S-4, record date for vote April 26 Seat transaction moratorium 7 – 10am April 27 Mailing of proxy materials April 29, 30 Deadline to participate in IPO as seller May 6 Appointment of Pricing Committee May 6 Additional member meetings May 3,10,17
Slide 18: Disclaimer
Disclaimer This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under t
Slide 19: Questions?
Questions?