IntercontinentalExchange and New York Board of Trade Complete Merger
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 www.theice.com or www.nybot.com.
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