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IntercontinentalExchange and New York Board of Trade Complete Merger

Jan 12, 2007

ATLANTA and NEW YORK, Jan. 12 /PRNewswire-FirstCall/ -- IntercontinentalExchange (NYSE: ICE), the leading electronic energy marketplace, and the New York Board of Trade (NYBOT), the leading soft commodity exchange, today announced that their merger transaction is complete.

As of today's closing of the merger, NYBOT has become a wholly-owned subsidiary of ICE and is now part of a for-profit, publicly traded corporation for the first time in its history. The acquisition also provides ICE with a wholly-owned clearing house. Last week, ICE announced that the NYBOT soft commodity contracts would be listed for trading on the ICE electronic trading platform beginning January 19, 2007.

"This is a momentous day, and we are proud to welcome the NYBOT as a valued member of the ICE family," said ICE Chairman and Chief Executive Officer Jeffrey C. Sprecher. "We are already beginning to leverage our strengths for the benefit of customers and shareholders, setting a new standard within the industry with our diverse product line of futures and over-the-counter offerings. Our commitment to growth, innovation and customer service will play out in continued product offerings and the enhancement of our world-class electronic trading and clearing platforms."

"We believe that through this transaction, we have created a premier global commodity marketplace," said Frederick W. Schoenhut, Chairman of the NYBOT. "Our longstanding commitment to serving the NYBOT's constituencies is reinforced with this move as we pave the way for our continued success as a part of a world-class marketplace. As a part of the ICE team, we believe we can make a strong contribution to the group, as well as benefit from ICE's innovations in technology and products to serve a diverse global customer base."

The companies first announced the merger agreement on September 14, 2006. The transaction consideration comprised 10.297 million shares of ICE common stock and $400 million in cash. The number of shares of ICE common stock issued pursuant to the merger agreement represents approximately 15% of the issued and outstanding share capital of ICE. Computershare Shareholder Services, Inc., as exchange agent, will deliver the applicable merger consideration to each NYBOT member by January 29, 2007, after the exchange agent has applied the proration mechanics and determined the allocations of merger consideration between ICE common stock and cash based on the NYBOT members' completed transmittal materials.

Evercore Group L.L.C. served as the exclusive financial advisor to ICE on the transaction, and Brown Brothers Harriman & Co. served as the financial advisor to NYBOT on the transaction.

Fred W. Schoenhut and Terrence F. Martell, two directors from the NYBOT board, have joined the ICE board of directors, effective today. ICE will continue to operate its businesses under the respective regulatory regimes of the home country of each exchange or marketplace. The combined business includes NYBOT, operating as a U.S. futures exchange under U.S. CFTC regulation, in addition to London-based ICE Futures, which is regulated by the U.K. Financial Services Authority. ICE's global OTC electronic platform continues to operate as an exempt commercial market under the U.S. Commodity Exchange Act.

In connection with the acquisition of NYBOT and as previously contemplated in ICE's public filings, ICE entered into senior unsecured credit facilities in the aggregate principal amount of $500 million on January 12, 2007. The credit facilities include a $250 million five-year floating rate term loan and a $250 million revolving credit line. The credit facilities were arranged by Wachovia Bank, National Association and Bank of America, N.A. ICE used the proceeds of the $250 million term loan along with $150 million of cash on hand to finance the $400 million cash component of the merger consideration. The remaining $250 million capacity currently available under the revolving credit line can be used by ICE for general corporate purposes.

About IntercontinentalExchange

IntercontinentalExchange(R) (NYSE: ICE) operates the leading global, electronic marketplace for trading both futures and OTC energy contracts and the leading global soft commodity marketplace. ICE offers a range of contracts based on crude oil and refined products, natural gas, power and emissions, as well as soft commodities including cocoa, coffee, cotton, ethanol, orange juice, wood pulp and sugar, in addition to currency and index futures and options. ICE conducts its futures markets through its regulated London-based subsidiary, ICE Futures, and through its regulated New York-based subsidiary, the New York Board of Trade(R). Europe's leading energy exchange, ICE Futures offers liquid markets in the world's leading oil benchmarks: Brent Crude futures and West Texas Intermediate (WTI) Crude futures, as well as the leading heating oil futures contract by traded volume. NYBOT(R) is New York's original futures exchange, providing global trading for food, fiber and financial products for over a century. ICE introduced the concept of cleared OTC energy contracts and today offers the most liquid and transparent electronic OTC market in North America. ICE also offers a range of risk management and trading support services, including a wholly-owned clearing house, customized energy market data offerings through its ICE Data business unit and electronic trade confirmations. ICE was added to the Russell 1000(R) Index on June 30, 2006. Headquartered in Atlanta, ICE also has offices in Calgary, Chicago, Houston, London, New York and Singapore. For more information, please visit or

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding IntercontinentalExchange's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the Company's Securities and Exchange Commission filings, including, but not limited to, the risk factors in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and the Company's Registration Statement on Form S-4 (File No. 333-138312), as filed with the Securities and Exchange Commission on November 16, 2006.

SOURCE IntercontinentalExchange

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