UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): July 1, 2020
Cboe Global
Markets, Inc.
(Exact
Name of Registrant As Specified In Charter)
| Delaware |
001-34774 |
20-5446972 |
(State or Other
Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
400 South LaSalle Street
Chicago, Illinois 60605
(Address
of Principal Executive Offices, including Zip Code)
(312) 786-5600
(Registrant’s telephone number,
including area code)
Not applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, par value $0.01 per share |
|
CBOE |
|
CboeBZX |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2020, Cboe Global Markets, Inc. (the “Company”)
announced that one of its wholly-owned subsidiaries has acquired all of the outstanding shares of stock of European Central Counterparty
N.V. (“EuroCCP”), other than the shares of EuroCCP already owned by a subsidiary of the Company (the “Transaction”).
In connection with the consummation of the Transaction, on July 1, 2020, EuroCCP, as borrower, the Company, as guarantor, entered
into a Facility Agreement (the “Facility”) with Bank of America Merrill Lynch International Designated Activity Company,
as co-ordinator, facility agent, lender, sole lead arranger and sole bookrunner, Citibank N.A., as security agent, and certain
other lenders (the “Lenders”) named therein.
The Facility provides for a Euro 1.5 billion committed syndicated
multicurrency revolving and swingline credit facility (i) that is available to be drawn by EuroCCP (as borrower) towards (a) financing
unsettled amounts in connection with the settlement of transactions in securities and other items processed through EuroCCP’s
clearing system and (b) financing any other liability or liquidity requirement of EuroCCP incurred in the operation of its clearing
system and (ii) under which the scheduled interest and fees on borrowings (but not the principal amount of any borrowings) are
guaranteed by the Company. Subject to certain conditions, EuroCCP is able to increase the commitments under the Facility by up
to Euro 500 million, to a total of Euro 2.0 billion.
Borrowings under the Facility are secured by cash, eligible
government bonds and eligible equity assets deposited by EuroCCP into secured accounts. In addition, EuroCCP must ensure that at
all times the aggregate of (a) each clearing participant’s contribution to the relevant clearing fund, (b) each clearing
participant’s margin amount and (c) any cash equities purchased using the proceeds of the assets described in (a) and (b),
less the amount of any such clearing participant contribution, margin amount or cash equities which have been transferred to (or
secured in favor of) any provider of settlement or custody services to EuroCCP, is not less than Euro 500 million. As of July 1,
2020, no borrowings were outstanding under the Facility. Accordingly, at July 1, 2020, Euro 1.5 billion of borrowing capacity was
available for the purposes permitted by the Facility.
Borrowings under the Facility’s revolving loans and non-U.S.
dollar swingline loans bear interest at the relevant floating base rate plus a margin of 1.75 percent per annum and (subject to
certain conditions) borrowings under the Facility’s U.S. dollar swingline loans bear interest as the higher of the relevant
agent’s prime commercial lending rate for U.S. dollars and 0.5 percent per annum over the federal funds effective rate. A
commitment fee of 0.30 percent per annum is payable on the unused and uncalled amount of the Facility during the availability period.
Subject to certain conditions stated in the Facility, EuroCCP
may borrow, prepay and reborrow amounts under the Facility at any time during the term of the Facility. The Facility will terminate
and all amounts owing thereunder will be due and payable on 364 days from the date of the agreement, unless the commitments are
terminated earlier, either at the request of EuroCCP or, if an event of default occurs, by the Lenders (or automatically in the
case of certain bankruptcy-related events).
The Facility contains customary representations, warranties
and covenants for facilities of its type, including events of default of the Company and EuroCCP and indemnification provisions
in favor of the Lenders. In particular, the covenants include restrictions regarding the incurrence of liens by EuroCCP and its
subsidiaries, and an event of default will be triggered if EuroCCP ceases its business, subject to certain exceptions in each case.
There is also a requirement for the net worth of (a) the Company to be no less than $1.75 billion on the date of each drawdown
and delivery of compliance certificates and (b) EuroCCP to be the higher of Euro 24 million and any such amount required for EuroCCP
to meet minimum liquidity regulations under applicable regulation at all times.
Certain of the Lenders under the Facility and their affiliates
(1) have provided, and may in the future provide, investment banking, underwriting, trust or other advisory or commercial
services to the Company and its subsidiaries and affiliates or (2) are our customers, including trading permit holders, trading
privilege holders, participants and members, and engage in trading activities on Company markets.
The foregoing description does not purport to be complete and
is qualified in its entirety by reference to the Facility, which is attached as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Facility Agreement, dated July 1, 2020, by and among European Central Counterparty N.V., as borrower, Cboe Global Markets, Inc., as guarantor, Bank of America Merrill Lynch International Designated Activity Company, as co-ordinator, facility agent, lender, sole lead arranger and sole bookrunner, Citibank N.A., as security agent, and certain lenders named therein. |
| |
|
|
| 101 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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| 104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cboe Global Markets, Inc. |
| |
|
| Date: July 1, 2020 |
By: |
/s/
Brian N. Schell |
| |
|
Brian
N. Schell
Executive Vice President,
Chief Financial Officer
and Treasurer |
