The FINANCIAL -- NYSE Euronext announced the early results and pricing for its cash tender offer to purchase up to €250,000,000 of its outstanding 5.375% Notes due 2015
(the “Notes”), as set forth in the Tender Offer Memorandum dated
September 14, 2012 (the “Tender Offer Memorandum”).
At the applicable settlement date, the Company intends to accept tenders of Notes tendered at or prior to 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012 (the “Early Tender Time”) in an amount and for the Full Tender Offer Consideration set out below, subject to the satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. As NYSE Euronext reported, the Company would also pay the amount of Accrued Interest with respect to each purchased Note as set out below.
Principal amount of Notes tendered at or prior to the Early Tender Time: €80,000,000
Reference Yield: 0.114%
Purchase Yield: 1.434% (Reference Yield plus Fixed Spread of 132 bps)
Full Tender Offer Consideration per €1,000 principal amount of Notes: €1,104.86
Accrued Interest per €1,000 principal amount of Notes: €14.28 (assuming an Early Acceptance Date and an Early Settlement Date of October 5, 2012)
Notes tendered after the Early Tender Time and at or prior to the Expiration Time (defined below) and accepted for purchase, if any, would be eligible to receive the Late Tender Offer Consideration per €1,000 principal amount of Notes of €1,074.86 and not the Full Tender Offer Consideration, as described in the Tender Offer Memorandum.
The Early Acceptance Date and the Early Settlement Date are both currently expected to be October 5, 2012, but may change depending on when (or if) the Financing Condition is waived or satisfied. Tendered Notes cannot be withdrawn after the Withdrawal Deadline, which was 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012. The Offer will expire at 11:59 p.m., New York City time, on October 16, 2012, unless extended or earlier terminated by the Company (the “Expiration Time”).
Settlement of the Offer is subject to satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. However, the Offer is not conditioned on the tender of any minimum principal amount of Notes.
Full details of the terms and conditions of the Offer are set out in the Tender Offer Memorandum, which is available from the Tender Agent. Capitalized terms in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Notes or an offer to sell or the solicitation of an offer to purchase any new securities. The Offer is being made solely pursuant to the Tender Offer Memorandum, as modified hereby. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made to participate in the Offer.
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