| NYMEX Holdings, Inc. and General Atlantic LLC announced today that they have signed a definitive agreement by which General Atlantic will invest $135 million for a 10% equity stake in NYMEX. Following the completion of the transaction, General Atlantic will not own any trading rights, which will remain with NYMEX members. The definitive agreement follows the letter of intent announced by NYMEX on September 20, 2005.
NYMEX expects to file preliminary proxy materials with the Securities and Exchange Commission (SEC) shortly and hold a shareholder meeting in early 2006 to approve the investment by General Atlantic. Upon completion of the transaction, which is subject to shareholder approval, General Atlantic will help NYMEX prepare for a potential initial public offering (IPO), which is expected to take place in 2006. A public offering of NYMEX common stock would extend NYMEX’s leadership position and its ability to pursue a full range of strategic growth opportunities.
Under the terms of the proposed investment by General Atlantic in NYMEX:
- General Atlantic will invest $135 million for a 10% equity position in NYMEX, valuing NYMEX at $1.35 billion post-investment. General Atlantic’s equity purchase will not include any trading rights.
- NYMEX and General Atlantic believe that open outcry trading, supported by a sound technology capability, is fundamental to NYMEX’s position as the leading liquidity center in the global commodity energy futures marketplace. There will be provisions to support and protect NYMEX’s open outcry trading, including a requirement for the continued financial support for technology, marketing and research for open outcry. These provisions also state that core futures and options contracts may not be eliminated without a vote of trading rights holders, as long as specified liquidity requirements are met. If the Exchange ever terminates open outcry trading of a particular product, trading rights owners will receive additional payments based upon the electronic trading of that product.
- NYMEX common stock will be de-stapled from its trading rights at the conclusion of the transaction.
- NYMEX and General Atlantic share the goal of completing an IPO of NYMEX common stock in 2006. As is customary in similar transactions, General Atlantic will have a limited set of rights in the event that the IPO is delayed. If there is no IPO by June 30, 2008, NYMEX will pay General Atlantic a cash dividend, calculated at an annual percentage rate of 5.5% of the initial investment and payable quarterly from the date of the transaction closing. The dividend, which would be paid only if there is no IPO by this date, would total approximately $20 million. If there is no IPO within five years of the close of the transaction, General Atlantic may seek to redeem its shares at the original purchase price, plus accrued and unpaid dividends, and 100% of the equity interest in the Exchange will return to the remaining shareholders.
- NYMEX’s Board of Directors will be reduced from 25 to 15 members to enhance its decision-making capabilities.
- Mr. Ford will join the NYMEX Board, and René Kern, managing director at General Atlantic, will serve as a non-voting observer to the Board. General Atlantic will not be able to seek control of the NYMEX Board or the removal of any director from the Board.
- The gross proceeds from General Atlantic’s investment will be distributed to NYMEX shareholders in the form of an extraordinary cash distribution of approximately $165,000 per share.
- NYMEX has no break-up fee, expense reimbursement or other financial obligation in the event the transaction does not occur. NYMEX has agreed not to seek other minority investment transactions.
NYMEX expects to file preliminary proxy materials, including the full definitive agreement, with the SEC shortly. Following completion of the SEC review, NYMEX will mail proxy materials to all NYMEX shareholders and plan to hold a special meeting of shareholders in early 2006 for the purpose of approving the transaction.
Consummation of the transaction will require the approval of NYMEX shareholders and the Commodity Futures Trading Commission (CFTC). Subject to regulatory and shareholder approval, NYMEX and General Atlantic expect to complete the proposed transaction during the first quarter of 2006.
J.P. Morgan Securities Inc. serves as NYMEX’s chief financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is providing legal counsel to NYMEX related to this transaction. Paul, Weiss, Rifkind Wharton and Garrison LLP served as legal counsel to General Atlantic.
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