CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Other Events

ME Staff 8-k

8 years ago

CBOE HOLDINGS,INC. (NASDAQ:CBOE) Files An 8-K Other Events

Item8.01.Other Events.

Financial Statements of Bats Global Markets,Inc.

As previously disclosed, CBOE Holdings,Inc., a Delaware
corporation (“CBOE“), entered into an
Agreement and Plan of Merger, dated as of September25, 2016 (the
“Merger Agreement“), by and among
CBOE, Bats Global Markets,Inc., a Delaware corporation
(“Bats“), CBOE Corporation, a
Delaware corporation and wholly owned subsidiary of CBOE
(“Merger Sub“), and CBOE V,LLC, a
Delaware limited liability company and wholly owned subsidiary of
CBOE (“MergerLLC“). The Merger
Agreement provides, among other things, that, upon the terms and
subject to the conditions set forth in the Merger Agreement,
(i)Merger Sub will merge with and into Bats, with Bats surviving
as a wholly owned subsidiary of CBOE (the
“Merger“), and (ii)following the
completion of the Merger, the surviving corporation from the
Merger will merge with and into MergerLLC (the
“Subsequent Merger“), with MergerLLC
surviving the Subsequent Merger and continuing as a wholly owned
subsidiary of CBOE. The Merger is more fully described in CBOE’s
Current Report on Form8-K filed with the Securities and Exchange
Commission (the “SEC“) on
September28, 2016.

CBOE is filing this Current Report on Form8-K to provide certain
financial information with respect to Bats and certain financial
information with respect to the combined company.

Attached hereto as Exhibit23.1 is the consent of KPMGLLP, the
independent auditors for Bats, related to the below-referenced
audited consolidated financial statements of Bats filed as
Exhibit99.1 to this Current Report on Form8-K.

The following audited consolidated financial information of Bats
is filed as Exhibit99.1 to this Current Report on Form8-K:

Report of Independent Registered Public Accounting Firm dated
March7, 2016, except as to Note2(b) and Note22, as to which
the date is November7, 2016;

Consolidated Statements of Financial Condition as of
December31, 2015 and 2014;

Consolidated Statements of Income for each of the years in
the three-year period ended December31, 2015;

Consolidated Statements of Comprehensive Income for each of
the years in the three-year period ended December31, 2015;

Consolidated Statements of Changes in Stockholders’ Equity
for each of the years in the three-year period ended
December31, 2015;

Consolidated Statements of Cash Flows for each of the years
in the three-year period ended December31, 2015; and

Notes to Consolidated Financial Statements.

The following unaudited interim condensed consolidated financial
statements of Bats are filed as Exhibit99.2 to this Current
Report on Form8-K:

Unaudited Condensed Consolidated Statements of Financial
Condition as of September30, 2016 and December31, 2015;

Unaudited Condensed Consolidated Statements of Income for the
three and nine months ended September30, 2016 and 2015;

Unaudited Condensed Consolidated Statements of Comprehensive
Income for the three and nine months ended September30, 2016
and 2015;

Unaudited Condensed Consolidated Statement of Changes in
Stockholders’ Equity for the nine months ended September30,
2016;

Unaudited Condensed Consolidated Statements of Cash Flows for
the nine months ended September30, 2016 and 2015; and

Notes to Condensed Consolidated Financial Statements.

The following unaudited pro forma condensed combined financial
statements are filed as Exhibit99.3 to this Current Report on
Form8-K:

Condensed Combined Balance Sheet as of September30, 2016;

Condensed Combined Statement of Operations for the nine
months ended September30, 2016 and year ended December31,
2015; and

Notes to Pro Forma Condensed Combined Financial Statements.

The unaudited pro forma condensed combined statement of
operations for the nine months ended September30, 2016 and for
the twelve months ended December31, 2015 give effect to the
Merger and related financing transactions as if they had occurred
on January1, 2015. The unaudited pro forma condensed combined
balance sheet as of September30, 2016 gives effect to the Merger
and related financing transactions as if they had occurred on
September30, 2016. Assumptions and estimates underlying the
unaudited adjustments to the pro forma financial statements are
described in the notes thereto.

Investor Presentation

Commencing on January3, 2017, CBOE made available an investor
presentation dated January 2017 (the
“Presentation“) discussing certain
information relating to CBOE and Bats. The Presentation is filed
as Exhibit99.4 to this Current Report on Form8-K.

Additional Information Regarding the Merger and Where to Find
It

This Current Report on Form8-K 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 Current Report on
Form8-K is being filed in respect of the proposed merger
transaction involving CBOE, Bats, CBOE Corporation and CBOEV,LLC.
The issuance of shares of CBOE common stock in connection with
the proposed merger will be submitted to the stockholders of CBOE
for their consideration, and the proposed merger will be
submitted to the stockholders of Bats for their consideration. In
connection therewith, CBOE filed with the SEC on December12, 2016
a definitive joint proxy statement/prospectus dated December9,
2016, and each of the companies may be filing with the SEC other
documents regarding the proposed transaction. CBOE and Bats
commenced mailing of the definitive joint proxy
statement/prospectus to CBOE stockholders and Bats stockholders
on December12, 2016. BEFORE MAKING ANY VOTING OR ANY INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS OF CBOE 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 CBOE 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 CBOE
will be available free of charge on CBOE’s website at
http://ir.cboe.com/financial-information/sec-filings.aspx under
the heading “SEC Filings” or by contacting CBOE’s 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

CBOE, Bats, their respective directors and executive
officers, certain other members of CBOE’s and Bats’ respective
management and certain of CBOE’s 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 CBOE is set forth in its
proxy statement for its 2016 annual meeting of stockholders,
which was filed with the SEC on April6, 2016, and its annual
report on Form10-K for the fiscal year ended December31, 2015,
which was filed with the SEC on February19, 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 April15, 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.

Item9.01.Financial Statements and Exhibits.

(a): Financial Statements of Businesses Acquired:

The Audited Consolidated Financial Statements of Bats Global
Markets,Inc. as of December31, 2015 and 2014 and each of the
years in the three-year period ended December31, 2015 and the
Unaudited Interim Condensed Consolidated Financial Statements of
Bats Global Markets,Inc. as of September30, 2016 and December31,
2015 and for the three months and nine months ended September30,
2016 and 2015 are filed as Exhibits99.1 and 99.2, respectively,
to this Current Report on Form8-K.

(b): Pro Forma Financial Information:

The Unaudited Pro Forma Condensed Combined Financial Statements
as of September30, 2016 and for the nine months ended
September30, 2016 and year ended December31, 2015 are filed as
Exhibit99.3 to this Current Report on Form8-K.

(d): Exhibits:

Exhibit Number			Description of Exhibit

	23.1		Consent of KPMGLLP.
	99.1		Bats Global Markets,Inc. Audited Consolidated Financial Statements as of December31, 2015 and 2014 and each of the years in the three-year period ended December31, 2015.
	99.2		Bats Global Markets,Inc. Unaudited Interim Condensed Consolidated Financial Statements as of September30, 2016 and December31, 2015 and for the three months and nine months ended September30, 2016 and 2015.
	99.3		Unaudited Pro Forma Condensed Combined Financial Statements as of September30, 2016 and for the nine months ended September30, 2016 and year ended December31, 2015.
	99.4		Investor Presentation Materials dated January 2017.

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 HOLDINGS,INC.
		By:		/s/EDWARD T. TILLY Edward T. Tilly Chief Executive Officer

Date: January3, 2017

EXHIBIT INDEX

Exhibit Number			Description of Exhibit

	23.1		Consent of KPMGLLP.
	99.1		Bats Global Markets,Inc. Audited Consolidated Financial Statements as of December31, 2015 and 2014 and each of the years in the three-year period ended December31, 2015.
	99.2		Bats Global Markets,Inc. Unaudited Interim Condensed Consolidated Financial Statements as of September30, 2016 and December31, 2015 and for the three months and nine months ended September30, 2016 and 2015.
	99.3		Unaudited Pro Forma Condensed Combined Financial Statements as of September30, 2016 and for the nine months ended September30, 2016 and year ended December31, 2015.
	99.4		Investor Presentation Materials dated January 2017.

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Item 8.01. Other Events. Item 9.01. Financial Statements and
Exhibits.

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 -0.66 at 73.23 with 522,683 shares trading hands.