CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Entry into a Material Definitive Agreement

CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

Term Loan Agreement

On December15, 2016, CBOE Holdings,Inc. (the Company), as
borrower, entered into a Term Loan Credit Agreement (the
Term Loan
Agreement
) with Bank of America, N.A., as
administrative agent (the Agent), certain
lenders named therein (the Term Lenders),
Merrill Lynch, Pierce, Fenner Smith Incorporated
(MLPFS), as sole
lead arranger and sole bookrunner, Morgan Stanley MUFG Loan
Partners, LLC, as syndication agent, and Citibank, N.A., PNC
Bank, National Association and JPMorgan Chase Bank, N.A., as
co-documentation agents.

The Term Loan Agreement provides for a senior unsecured delayed
draw term loan facility (the Term Loan
Facility
) in an aggregate principal amount of
$1.0billion. The Company may also, subject to the agreement of
the applicable Term Lenders, increase the commitments under the
Term Loan Agreement by up to $500million for a total of $1.5
billion. Proceeds from the Term Loan Facility, if drawn, may be
used (i)to finance in part the Companys proposed acquisition (the
Acquisition) of
Bats Global Markets Inc. (Bats) and its
subsidiaries (the Acquired
Business
), as described in the Agreement and Plan
of Merger, dated as of September25, 2016, by and among the
Company, CBOE Corporation, CBOE V, LLC and Bats (the
Merger
Agreement
), (ii)to repay certain existing
indebtedness of the Acquired Business, (iii)to pay fees and
expenses incurred in connection with the Acquisition and (iv)to
fund working capital needs and for other general corporate
purposes of the Company and its subsidiaries. The availability of
the commitments under the Term Loan Agreement is conditioned
upon, among other things, confirmation that the Acquisition has
been consummated, or will be consummated substantially
concurrently with the extension of the loans under the Term Loan
Agreement.

Commitments under the Term Loan Agreement will expire on the
earlier of (i)the consummation of the Acquisition (after giving
effect to the funding of the committed loans in accordance with
and subject to the terms of the Term Loan Agreement), (ii)July25,
2017 (or if the outside date is extended to the terms of the
Merger Agreement, October23, 2017), (iii)the closing of the
Acquisition without using the loans under the Term Loan Agreement
and (iv)the termination of the Merger Agreement in accordance
with the terms thereof. Loans under the Term Loan Agreement, if
drawn, will mature five years following the closing date of the
Acquisition. The Term Loan Facility is unsecured and is not
expected to be guaranteed by any subsidiary of the Company.

Loans under the Term Loan Agreement will bear interest, at the
Companys option, at either (i)the London Interbank Offered Rate
(LIBOR)
periodically fixed for an interest period (as selected by the
Company) of one, two, three or six months plus a margin (based on
the Companys public debt ratings) ranging from 1.00percent per
annum to 1.75percent per annum or (ii)a daily floating rate based
on the Agents prime rate (subject to certain minimums based upon
the federal funds effective rate or LIBOR) plus a margin (based
on the Companys public debt ratings) ranging from zeropercent per
annum to 0.75percent per annum. The Company will be required to
pay a ticking fee to the Agent for the account of the Term
Lenders which will

initially accrue at a rate (based on the Companys public debt
ratings) ranging from 0.10 percent per annum to 0.30 percent
per annum multiplied by the undrawn aggregate commitments of
the Term Lenders in respect of the Term Loan Facility, accruing
during the period commencing on December15, 2016 and ending on
the earlier of (i)the date on which the loans are drawn and
(ii)the termination of the commitments under the Term Loan
Agreement in accordance with the terms thereof.

The Term Loan Agreement contains customary representations,
warranties and affirmative and negative covenants for
facilities of its type, including financial covenants, events
of default and indemnification provisions in favor of the Term
Lenders. The negative covenants include restrictions regarding
the incurrence of liens, the incurrence of indebtedness by the
Companys subsidiaries and fundamental changes, subject to
certain exceptions in each case. The financial covenants
require the Company to meet a quarterly financial test with
respect to a minimum consolidated interest coverage ratio of
not less than 4.00 to 1.00 and a maximum consolidated leverage
ratio of not greater than 3.50 to 1.00.

The foregoing description does not purport to be complete and
is qualified in its entirety by reference to the Term Loan
Agreement, which is attached as Exhibit10.1 to this Current
Report on Form8-K and is incorporated herein by reference.

Revolving Credit Agreement

On December15, 2016, the Company, as borrower, entered into a
Credit Agreement (the Revolving Credit
Agreement
) with Bank of America, N.A., as
administrative agent and as swing line lender, certain lenders
named therein (the Revolving
Lenders
), MLPFS, as sole lead arranger and sole
bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as
syndication agent, and Citibank, N.A., PNC Bank, National
Association and JPMorgan Chase Bank, N.A., as co-documentation
agents.

The Revolving Credit Agreement provides for a senior unsecured
$150million five-year revolving credit facility (the
Revolving
Credit Facility
) that includes a $25million swing
line sub-facility. The Company may also, subject to the
agreement of the applicable lenders, increase the commitments
under the Revolving Credit Facility by up to $100million, for a
total of $250 million. Subject to specified conditions, the
Company may designate one or more of its subsidiaries as
additional borrowers under the Revolving Credit Agreement
provided that the Company guarantees all borrowings and other
obligations of any such subsidiaries under the Revolving Credit
Agreement. As of December15, 2016, no subsidiaries were
designated as additional borrowers.

Funds borrowed under the Revolving Credit Agreement may be used
to fund working capital and for other general corporate
purposes of the Company and its subsidiaries. As of December15,
2016, no borrowings were outstanding under the Revolving Credit
Agreement. Accordingly, at December15, 2016, $150 million of
borrowing capacity was available for the purposes permitted by
the Revolving Credit Agreement.

Loans under the Revolving Credit Agreement will bear interest,
at the Companys option, at either (i)LIBOR periodically fixed
for an interest period (as selected by the Company) of one,
two, three or six months plus a margin (based on the Companys
public debt ratings) ranging from 1.00percent per annum to
1.75percent per annum or (ii)a daily floating rate based on the
Agents prime rate (subject to certain minimums based upon the
federal funds effective rate or LIBOR) plus a margin (based on
the Companys public debt ratings) ranging from zeropercent per
annum to 0.75percent per annum.

Subject to certain conditions stated in the Revolving Credit
Agreement, the Company and any subsidiaries designated as
additional borrowers may borrow, prepay and reborrow amounts
under the Revolving Credit Facility at any time during the term
of the Revolving Credit Agreement. The Revolving Credit
Agreement will terminate and all amounts owing thereunder will
be due and payable on December15, 2021, unless the commitments
are terminated earlier, either at the request of the Company
or, if an event of default occurs, by the Revolving Lenders (or
automatically in the case of certain bankruptcy-related
events). The Revolving Credit Agreement contains customary
representations, warranties and affirmative and negative
covenants for facilities of its type, including financial
covenants, events of default and indemnification provisions in
favor of the Revolving Lenders. The negative covenants include
restrictions regarding the incurrence of liens, the incurrence
of indebtedness by the Companys subsidiaries and fundamental
changes, subject to certain exceptions in each case. The
financial covenants require the Company to meet a quarterly
financial test with respect to a minimum consolidated interest
coverage ratio of not less than 4.00 to 1.00 and a maximum
consolidated leverage ratio of not greater than 3.50 to 1.00.

The foregoing description does not purport to be complete and
is qualified in its entirety by reference to the Revolving
Credit Agreement, which is attached as Exhibit10.2 to this
Current Report on Form8-K and is incorporated herein by
reference.

Other Information

MLPFS is acting as financial advisor to the Company in
connection with the Acquisition and is participating in the
financing for the Acquisition as described above. MLPFS and
Bank of America, N.A. are also parties to a commitment letter
providing for a potential bridge loan facility to the Company
in connection with the Acquisition as previously disclosed in
the Companys Current Report on Form8-K filed with the SEC on
September28, 2016.

MLPFS, Morgan Stanley MUFG Loan Partners, LLC, Citibank, N.A.,
JPMorgan Chase Bank, N.A., certain Term Lenders, certain
Revolving Lenders or certain of their respective affiliates
(collectively, the Permit Holders)
are trading permit holders and engage in trading activities on
Company exchanges. In addition, certain of the Permit Holders
are clearing members of the Options Clearing Corporation, and,
as such, these Permit Holders clear the market-maker sides of
transactions at Company exchanges.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information provided in Item 1.01 is incorporated by
reference herein.

Item 8.01. Other Events.

The Merger Agreement contemplates that three members of the
Companys board of directors (the Board) will
step down from the Board at the effective time of the
Acquisition. As of the

date of this Current Report on Form8-K, there has not been any
determination as to which three Company directors will be
stepping down. However, on December14, 2016, the Board
determined that any unvested restricted stock awards held by
any director who resigns from the Board as of the effective
time of the Acquisition in order for the Company to comply with
its obligations under the Merger Agreement (each, a
Resigning
Director
) will vest at the effective time of the
Acquisition. In addition, the Board determined that if the
Acquisition closes prior to the Companys 2017 annual meeting of
stockholders, each Resigning Director will be entitled to
receive at the effective time of the Acquisition any retainer
payments that would have been payable to such Resigning
Director if such Resigning Director had not ceased to serve on
the Board prior to the Companys 2017 annual meeting of
stockholders.

Additional Information Regarding the Transaction
and Where to Find It

This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication is
being made in respect of the proposed merger transaction
involving the Company, Bats, CBOE Corporation and CBOE V, LLC.
The issuance of shares of Company common stock in connection
with the proposed merger will be submitted to the stockholders
of the Company for their consideration, and the proposed merger
will be submitted to the stockholders of Bats for their
consideration. In connection therewith, the Company filed with
the SEC on December 12, 2016 a definitive joint proxy
statement/prospectus dated December 9, 2016, and each of the
companies may be filing with the SEC other documents regarding
the proposed transaction. The Company and Bats commenced
mailing of the definitive joint proxy statement/prospectus to
Company stockholders and Bats stockholders on December 12,
2016. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND/OR BATS ARE
URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
definitive joint proxy statement/prospectus, any amendments or
supplements thereto and other documents containing important
information about each of the Company and Bats, as such
documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed with the SEC by the Company will be available free of
charge on the Companys website at
http://ir.cboe.com/financial-information/sec-filings.aspx under
the heading SEC Filings or by contacting the Companys Investor
Relations Department at (312) 786-7136. Copies of the documents
filed with the SEC by Bats will be available free of charge on
Bats website at
http://www.bats.com/investor_relations/financials/ under the
heading SEC Filings or by contacting Bats Investor Relations
Department at (913) 815-7132.

Participants in the Solicitation

The Company, Bats, their respective directors and executive
officers, certain other members of the Companys and Bats
respective management and certain of the Companys and Bats
respective employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of the Company is set forth in its proxy statement for
its 2016 annual meeting of stockholders, which was filed with
the SEC on April 6, 2016, and its annual report on Form 10-K
for the fiscal year ended December 31, 2015, which was filed
with the SEC on February 19, 2016, and information about the
directors and executive officers of Bats is set forth in its
final prospectus in connection with its initial public
offering, which was filed with the SEC on April 15, 2016. Each
of these documents can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, are contained in the definitive joint proxy
statement/prospectus and may be available in other relevant
materials to be filed with the SEC when they become
available.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number

DescriptionofExhibit

10.1

Term Loan Credit Agreement, dated as of December15, 2016,
by and among CBOE Holdings,Inc., Bank of America, N.A.,
as Administrative Agent, certain lenders named therein,
Merrill Lynch, Pierce, Fenner Smith Incorporated, as Sole
Lead Arranger and Sole Bookrunner, Morgan Stanley MUFG
Loan Partners, LLC, as Syndication Agent, and Citibank,
N.A., PNC Bank, National Association and JPMorgan Chase
Bank, N.A., as Co-Documentation Agents

10.2

Credit Agreement, dated as of December15, 2016, by and
among CBOE Holdings,Inc., Bank of America, N.A., as
Administrative Agent and as Swing Line Lender, certain
lenders named therein, Merrill Lynch, Pierce, Fenner
Smith Incorporated, as Sole Lead Arranger and Sole
Bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as
Syndication Agent, and Citibank, N.A., PNC Bank, National
Association and JPMorgan Chase Bank, N.A., as
Co-Documentation Agents


About CBOE HOLDINGS, INC. (NASDAQ:CBOE)

CBOE Holdings, Inc. is a holding company. The Company’s principal business is operating markets that offer for trading options on various market indexes (index options), on an exclusive basis and futures contracts, as well as on non-exclusive multiply listed options, such as options on the stocks of individual corporations (equity options), and options on other exchange-traded products (ETP options), such as exchange-traded funds (ETF options) and exchange-traded notes (ETN options). The Company operates over three stand-alone exchanges. The Company’s subsidiary, Chicago Board Options Exchange, Incorporated (CBOE), is its options market that offers trading in listed options through a single system that integrates electronic trading and open outcry trading. The options contracts listed for trading include options on indexes, equities and ETPs. In addition, the Company provides a marketplace for trading futures contracts through its subsidiary, CBOE Futures Exchange, LLC.

CBOE HOLDINGS, INC. (NASDAQ:CBOE) Recent Trading Information

CBOE HOLDINGS, INC. (NASDAQ:CBOE) closed its last trading session down -0.52 at 74.90 with 718,250 shares trading hands.

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