Item 1.01 Entry into a Material Definitive Agreement.
Effective as of November 12, 2021, CME Group Inc. (the “Company”), entered into a new multi-currency revolving credit facility (the “Senior Credit Facility”) with each of the banks from time to time party thereto; Bank of America, N.A., as Administrative Agent; Barclays Bank PLC, BMO Harris Bank N.A., Citibank, N.A., Wells Fargo Bank, National Association, Bank of China, New York Branch, Lloyds Bank Corporate Markets plc, MUFG Bank. Ltd., JPMorgan Chase Bank, N.A., and the Toronto-Dominion Bank, New York Branch, as Co-Syndication Agents; and U.S. Bank National Association, as Documentation Agent; and BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets Corp., Citibank, N.A., Wells Fargo Securities, LLC, Bank of China, New York Branch, Lloyds Bank Corporate Markets plc, MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners.
The Senior Credit Facility is for a line of credit of $2.25 billion with the option to increase the facility from time to time from $2.25 billion to $3.25 billion. The proceeds of the Senior Credit Facility can be used for ongoing working capital and other general corporate purposes. The Senior Credit Facility is voluntarily pre-payable from time to time without premium or penalty. The maturity date of the Senior Credit Facility is November 12, 2026.
The Senior Credit Facility agreement includes representations and warranties, covenants and events of default, including requirements that the Company maintain a minimum consolidated net worth, as well as customary limitations on liens on the assets of the Company and its significant subsidiaries, subsidiary indebtedness and fundamental changes, including certain mergers and consolidations of the Company and its significant subsidiaries, certain dispositions of all or substantially all of the consolidated assets of the Company and its subsidiaries taken as a whole or of more than 50% of the voting stock of Chicago Mercantile Exchange Inc., Board of Trade of the City of Chicago, Inc. or New York Mercantile Exchange, Inc. and certain liquidations and dissolutions of the Company and its significant subsidiaries.
The Senior Credit Facility replaces that certain Credit Agreement (the “Existing Revolving Credit Agreement”), dated as of November 21, 2017, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on November 27, 2017, File No. 001-31553).
The foregoing description of the Senior Credit Facility is only a summary, does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Senior Credit Facility, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 above is hereby incorporated by reference under this Item 1.02. In connection with the closing of the Senior Credit Facility, the Existing Revolving Credit Agreement was terminated.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated by reference under this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
| | |
| 10.1 | | Credit Agreement, dated as of November 12, 2021, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent |
| |
| 104 | | The cover page from CME Group Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. |
