Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (March 2010)
17 slides from Cboe Global Markets's merger presentation, Mar 11, 2010
Slide 1: CBOE Demutualization Lessors Meeting March 11, 2010
CBOE Demutualization Lessors Meeting March 11, 2010
Slide 2: Agenda
Agenda Welcome and Introductions William Power, Lessor Director and Chairman of the Lessors Committee Demutualization Overview William Brodsky Mark Duffy, Member Vice Chairman William Power Edward Tilly Industry and Competitive Overview William Brodsky, Chairman and CEO Edward Tilly, Executive Vice
Slide 3: CBOE Holdings Registration Statements
CBOE Holdings Registration Statements On March 11 CBOE filed Amendment 5 to CBOE Holdings’ S-4 Registration Statement and an initial S-1 Registration Statement Amendment 5 updates CBOE Holdings’ existing S-4 and includes the proxy statement to be used to solicit the membership vote on the restructur
Slide 4: CBOE's Demutualization Strategy
CBOE’s Demutualization Strategy... Pursue a concurrent demutualization and initial public offering (IPO) Pending favorable market conditions, target completion of both demutualization and IPO by the end of the second quarter of 2010 Prior to the vote the S-4 will specify price below which CBOE would
Slide 5: CBOE's Demutualization Strategy
CBOE’s Demutualization Strategy... Provides owners multiple opportunities to monetize a portion of their current investment in CBOE Special dividend IPO Tender offer Quarterly dividends First lock up expiring 180 days following IPO Second lock up expiring 360 days following IPO Repurchasing shares t
Slide 6: CBOE's Demutualization Strategy
...CBOE’s Demutualization Strategy Intended use of proceeds of shares sold by CBOE would be for general corporate purposes as well as to fund the repurchase of Class A-1 and A-2 common stock through a proposed tender offer It is anticipated that the proposed tender offer would be made approximately
Slide 7: Recap of the Settlement
Recap of the Settlement CBOE is obligated to demutualize as soon as commercially reasonable. If demutualization has not occurred by Dec. 2, 2010, CBOE must pay out the $300 million at that time Participating Group A Settlement Class Members (“A Participants”) and Participating Group B Settlement Cla
Slide 8: The Restructuring Transaction
The Restructuring Transaction... CBOE will complete its demutualization through the following steps: CBOE will become a wholly-owned subsidiary of CBOE Holdings, Inc. Each of the 930 CBOE seats will be exchanged for 60,000 shares of Class A common stock in CBOE Holdings, Inc. Each of the 629 “A Part
Slide 9: The Restructuring Transaction
The Restructuring Transaction... Following the demutualization: Each former seat owner will receive a special dividend of $100,200.00 per seat (or $1.67 per Class A share) Each “A Participant” will receive a special dividend of $23,513.60 (or $1.67 per Class B share) per Group A Package Seats will n
Slide 10: Share Ownership Post Demutualization
Share Ownership Post Demutualization 10 17.57% 80.02% 2.24% 0.17% CBOE Seat Owners Settlement Class Management Board of Directors
Slide 11: The Restructuring Transaction
...The Restructuring Transaction Concurrently with the restructuring transaction, CBOE intends to have an underwritten initial public offering of unrestricted common stock Owners may participate as sellers in the IPO Upon completion of the IPO each share issued to former seat owners and members of t
Slide 12: The Proposed Tender Offer
The Proposed Tender Offer We currently intend to conduct a tender offer commencing between the 30th and the 120th day after the closing of the IPO, subject to market conditions Technically there would be two concurrent tender offers, one for the A-1 shares and one for the A-2 shares, each in the sam
Slide 13: How Does Amendment Change the S-4?
How Does Amendment 5 Change the S-4? Incorporates the final resolution of Exercise Right litigation Makes the demutualization contingent upon a concurrent initial public offering Addresses issues not previously addressed, such as: Number of shares to be received Payment of a special dividend Propose
Slide 14: Next Steps
Next Steps Membership meetings: First membership meeting is March 18th at 3:30pm CST Print and mail proxy materials Communicate with seat owners and Class Members regarding possible participation as sellers in IPO Hold member meeting and conduct vote SEC approval of the restructuring transaction Ass
Slide 15: 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 16: Industry & Competitive Overview
Industry & Competitive Overview CBOE Volume and Market Share Penny Pilot Expansion Professional Customer C2 Washington Issues Transaction Tax 60/40 Tax Treatment OTC Clearing Short Sale Dark Pools/HFT 16
Slide 17: [LOGO]
[LOGO]