Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (February 2007)
16 slides from Cboe Global Markets's merger presentation, Feb 14, 2007
Slide 1: CBOE Membership Meeting
CBOE Membership Meeting February 14, 2007
Slide 2: President's Report
CBOE Membership Meeting: President’s Report February 14, 2007
Slide 3: 4th Quarter & 2006 Results
4th Quarter & 2006 Results Quarter Ended YTD (in thousands) 12/31/06 12/31/05 12/31/06 12/31/05 Total Revenues $64,710 $54,251 $257,795 $203,055 Operating Expenses 47,411 48,739 188,129 182,691 Other (Income) Expenses (6,930) (190) (2,877) 471 Income Before Taxes $24,229 $5,702 $72,543 $19,893 Cash
Slide 4: Demutualization of the Exchange
CBOE Membership Meeting: Demutualization of the Exchange February 14, 2007
Slide 5: This communication shall not constitute an offer to sell or the solicitation of an
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 the securiti
Slide 6: The Proposed Restructuring
The Proposed Restructuring. CBOE will be a Delaware for-profit, stock corporation CBOE will be a wholly-owned subsidiary of the CBOE Holdings, Inc., also a Delaware for-profit, stock corporation CBOE memberships will be converted to shares of CBOE Holdings CBOE Holdings will hold all of the stock of
Slide 7: Reasons for Restructuring
Reasons for Restructuring Greater flexibility to respond to demands of rapidly changing business environment Create framework which is intended to maximize value of CBOE to its members Create a framework for a possible future public offering Provide ability to access capital markets in ways not avai
Slide 8: What do members get in the restructuring?
What do members get in the restructuring? Eligible members will receive shares of Class A common stock in CBOE Holdings Holding’s shares will have traditional features of common stock including voting, dividend and liquidation rights Shares will not be subject to transfer restriction prior to an ini
Slide 9: Who is eligible to receive the stock in CBOE Holdings?
Who is eligible to receive the stock in CBOE Holdings? Owners of memberships; not lessees S-4 Registration Statement assumes that at the time of CBOE’s restructuring, there will no longer be any CBOT members who are eligible to become or remain CBOE exercise members and therefore only the owners of
Slide 10: IPO and Organized Sales
IPO and Organized Sales Following restructuring CBOE Holdings board may decide to conduct an IPO Following any IPO shares would be subject to restriction on their transfer, known as a “lock-up” Board may decide to conduct organized sales of stock in conjunction with the expiration of these lock up p
Slide 11: The Lock-up
The Lock-up It is our expectation that shareholders would be allowed to participate as sellers in any IPO Following an IPO additional shares may not be transferred for 180 days Following 180 days, the first one-third of the shares (the A-1 shares) may be transferred Following 360 days, the second on
Slide 12: Access
Access Trading access will be made available through trading permits Trading permits will be leased from CBOE Individuals and firms that are members immediately prior to the restructuring will be entitled to obtain trading permits Former CBOE exercise members will also be eligible to apply for tradi
Slide 13: Governance Changes
Governance Changes... New By-Laws for CBOE Holdings, Inc. CBOE governance documents similar but revised to reflect... Status as for-profit, stock corporation Streamlined board and committees SEC requirements concerning for-profit exchanges Fair representation rights for members in election of board
Slide 14: Board Composition
Board Composition... Both CBOE and CBOE Holdings will have 13 board members; boards are intended to be identical CBOE – five industry directors, seven non-industry, directors, plus the CEO CBOE Holdings – at least two-thirds must meet independence test (the CEO and any other directors who have had a
Slide 15: Other governance issues
Other governance issues Committee structure Chairman and Vice Chairman SEC “fair representation” requirement Ownership and voting limitations
Slide 16: Approvals Required
Approvals Required The SEC must approve the proposed changes to the CBOE governance documents and rules The SEC’s Division of Corporate Finance must declare the S-4 effective The SEC must approve CBOE’s interpretation of the impact of CME’s acquisition of the CBOT on the eligibility to become a memb
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