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Organization
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4 Months Ended |
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Jun. 30, 2013
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| Organization | 1. Organization IntercontinentalExchange Group, Inc. (“ICE Group” or the “Company”), is a Delaware corporation and a direct, wholly-owned subsidiary of IntercontinentalExchange, Inc. (“ICE”), also a Delaware corporation. ICE Group was organized on March 6, 2013, for the purpose of effecting ICE’s acquisition of NYSE Euronext (“the acquisition”), as described in the joint proxy statement/prospectus of ICE Group filed with the SEC on April 30, 2013 (File No. 333-187402) (the “Proxy Statement”) and discussed below. Upon the completion of the acquisition, ICE and NYSE Euronext will each become wholly-owned subsidiaries of ICE Group and ICE Group, as the successor to ICE, will be a publicly traded holding company. Following the acquisition, ICE and NYSE Euronext stockholders will be the holders of shares of ICE Group common stock. ICE Group currently has two subsidiaries; Braves Merger Sub, Inc. and Baseball Merger Sub, LLC. Braves Merger Sub, Inc. is a Delaware corporation formed on March 6, 2013 for the sole purpose of effecting the acquisition, and a direct, wholly-owned subsidiary of ICE Group. Upon the completion of the acquisition, Braves Merger Sub, Inc. will cease to exist. Baseball Merger Sub, LLC is a Delaware limited liability company formed on December 12, 2012 for the sole purpose of effecting the acquisition, and is a direct, wholly-owned subsidiary of ICE Group. Upon the completion of the acquisition, NYSE Euronext will merge with and into Baseball Merger Sub, LLC, and Baseball Merger Sub, LLC will continue to exist as a direct, wholly-owned subsidiary of ICE Group. However, if the acquisition is restructured such that Baseball Merger Sub, LLC will merge with and into NYSE Euronext, NYSE Euronext will become a direct, wholly-owned subsidiary of ICE Group. ICE Group has not commenced operations, has no significant assets or liabilities, and has not carried on any activities other than those incidental to its formation and the matters contemplated by the acquisition. There is currently no established public trading market for shares of ICE Group common stock. However, upon completion of the acquisition, shares of ICE Group common stock will be traded on the New York Stock Exchange under the ticker symbol “ICE”. ICE is a leading operator of regulated global markets and clearing houses, including futures exchanges, over-the counter markets, derivatives clearing houses and post-trade services. ICE operates these global marketplaces for trading and clearing of a broad array of energy, environmental and agricultural commodities, credit derivatives, equity index and currency contracts. NYSE Euronext is a leading operator of financial markets and provider of trading technologies. NYSE Euronext is a holding company that, through its subsidiaries, operates the following securities exchanges: the New York Stock Exchange, NYSE Arca, Inc. and NYSE MKT LLC in the United States and the European-based exchanges that comprise Euronext N.V. — the Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the NYSE Liffe derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon. NYSE Euronext Proposed Acquisition by ICE In December 2012, ICE announced an agreement to acquire NYSE Euronext in a stock and cash transaction. Under the agreement, which was amended and restated in March 2013, ICE has agreed to acquire NYSE Euronext, subject to regulatory approvals and other closing conditions. Following successive acquisition transactions, ICE and NYSE Euronext will become wholly-owned subsidiaries of ICE Group. The transaction is currently valued at approximately $9.5 billion, based on the closing price of ICE’s stock on August 1, 2013. The final purchase price will be based on the actual market price per share of ICE’s stock on the closing date of the acquisition. The acquisition is expected to close during the second half of 2013, subject to final approval from the Euronext College of Regulators, the U.S. Securities and Exchange Commission and other national financial regulators, as well as customary closing conditions. |