Intercontinental Exchange to Acquire Trayport from BGC Partners and GFI for $650 Million in Stock
Intercontinental Exchange (NYSE: ICE), the leading global network of
exchanges and clearing houses, announced today that it has entered into
a definitive agreement to acquire Trayport for $650 million in ICE
common stock. Trayport is a subsidiary of GFI Group, which was acquired
by BGC Partners in March 2015. Trayport licenses its technology platform
to serve brokers for electronic and hybrid trade execution primarily in
the European over-the-counter (OTC) utility markets. The transaction
will enable ICE to provide new services to the European OTC energy
markets, including European power, natural gas and coal.
Based in London, Trayport will continue to serve its customers -
including energy producers and consumers, brokers, exchanges and
clearing houses - with its existing technology platform. As part of ICE,
Trayport will offer customers access to a broader range of risk
management and analytics services as the OTC markets evolve. It will
benefit from ICE’s global technology infrastructure and its expertise in
managing secure data. In addition, as energy markets in Asia continue to
develop, ICE expects to extend the platform to support the development
of these OTC markets.
"European regulators have made clear that they do not expect OTC gas and
power markets to be subject to the mandatory clearing provisions that
are being applied to other commodity markets. As such, these vital
markets will require continued investment as part of the European energy
market evolution. In addition, with ICE’s experience in managing secure
technology, we are well positioned to support the continued development
of these systems," said ICE Chairman and CEO Jeffrey C. Sprecher.
"Consistent with our track record of bringing improvements to markets,
we will invest in and enhance the Trayport offering based on evolving
"We are pleased to take the next step in a rapidly changing European OTC
utility landscape with ICE’s stability and capacity to invest in our
growth," said Elliott Piggott, CEO of Trayport. "Our customer-centric
platform will continue to serve the needs of the utilities market as it
evolves, and we look forward to completing the transaction and advancing
into our next stage of growth.”
The agreement was unanimously approved by the Boards of Directors of
both companies. The transaction is expected to close in the first
quarter of 2016, subject to the completion of closing conditions and
receipt of applicable regulatory approvals.
Summary financial details of the transaction include:
The $650 million purchase price will be paid with 100% equity
consideration comprising approximately 2.5 million shares1 of
ICE common stock.
Trayport’s last twelve months (LTM) net revenues were approximately
$80 million2 and LTM adjusted EBITDA3 margins
were above 50%, as of September 30, 2015.
ICE anticipates an immaterial impact to 2016 adjusted earnings per
ICE’s financial advisors are Goldman, Sachs & Co. and its legal advisor
is Shearman & Sterling LLP. The financial advisors to BGC Partners are
Cantor Fitzgerald & Co. and its legal advisor is Wachtell, Lipton, Rosen
About Intercontinental Exchange
Intercontinental Exchange (NYSE:ICE) operates the leading network of
regulated exchanges and clearing houses. ICE’s futures exchanges and
clearing houses serve global commodity and financial markets, providing
risk management and capital efficiency. The New York Stock Exchange is
the world leader in capital raising and equities trading. To learn more,
please see www.intercontinentalexchange.com.
Trademarks of ICE and/or its affiliates include Intercontinental
Exchange, ICE, ICE block design, NYSE and New York Stock Exchange.
Information regarding additional trademarks and intellectual property
rights of Intercontinental Exchange, Inc. and/or its affiliates is
located at www.intercontinentalexchange.com/terms-of-use
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995 - Statements in this press release that are not historical facts
are "forward-looking statements" that involve risks and uncertainties.
Such statements may include, without limitation, statements regarding
anticipated synergies relating to the acquisition, ICE’s business
outlook and assessment of market development, strategy and future plans
and anticipated financial and operating results. The following factors,
among others, could cause actual results to differ from those as set
forth in the forward-looking statements: the risk that the acquisition
is not completed on a timely basis or at all; the risk that ICE is
unable to integrate Trayport into its business successfully and achieve
the anticipated strategic objectives; the risk that the amount of time
and expense spent and incurred in connection with the integration will
exceed expectations; the risk that the anticipated economic benefits,
cost savings, earnings accretion and other synergies associated with the
acquisition will not be fully realized or take longer to realize than
expected; the risk that ICE or Trayport may be unable to obtain
regulatory clearance required for the transaction, or that required
regulatory clearance may delay the transaction or result in the
imposition of conditions that could adversely affect the operations of
the combined company or cause the parties to abandon the transaction;
and the impact of the issuance of ICE’s common stock as consideration
for the transaction on ICE’s current holders of common stock, including
dilution of their ownership and voting interests. For a discussion of
risks and uncertainties relating to ICE’s business which could cause
actual results to differ from those contained in the forward-looking
statements, see ICE's Securities and Exchange Commission (SEC) filings,
including, but not limited to, the risk factors in ICE's Annual Report
on Form 10-K for the year ended December 31, 2014, as filed with the SEC
on February 5, 2015.
About BGC Partners, Inc.
BGC Partners is a leading global brokerage company servicing the
financial and real estate markets. Financial Services offerings include
fixed income securities, interest rate swaps, foreign exchange,
equities, equity derivatives, credit derivatives, commodities, futures,
and structured products. BGC provides a wide range of services,
including trade execution, broker-dealer services, clearing, trade
compression, post trade, information, and other services to a broad
range of financial and non-financial institutions. Through its FENICS,
BGC Trader, and BGC Market Data brands, BGC offers financial technology
solutions, market data, and analytics related to numerous financial
instruments and markets. Real Estate Services are offered through the
Company’s Newmark Grubb Knight Frank brand, which provides a wide range
of commercial real estate services, including leasing and corporate
advisory, investment sales and financial services, consulting, project
and development management, and property and facilities management.
BGC’s customers include many of the world’s largest banks,
broker-dealers, investment banks, trading firms, hedge funds,
governments, corporations, property owners, real estate developers, and
investment firms. BGC’s common stock trades on the NASDAQ Global Select
Market under the ticker symbol (NASDAQ: BGCP). BGC also has an
outstanding bond issuance of Senior Notes due June 15, 2042, which trade
on the New York Stock Exchange under the symbol (NYSE: BGCA). BGC
Partners is led by Chairman and Chief Executive Officer Howard
W. Lutnick. For more information, please visit http://www.bgcpartners.com.
BGC, BGC Trader, FENICS, FENICS.COM, Newmark, Grubb & Ellis, and Grubb
are trademarks, registered trademarks and/or service marks of BGC
Partners, Inc. and/or its affiliates. Knight Frank is a service mark of
Knight Frank (Nominees) Limited. Trayport is a trademark or registered
trademark of Trayport Limited and/or its affiliates.
About GFI Group Inc.
GFI is majority-owned by, and operates as a division of, BGC Partners,
Inc. GFI Group Inc. is a leading intermediary in the global OTC and
Listed markets offering an array of sophisticated trading technologies
and products to a broad range of financial market participants. More
than 2,500 institutional clients benefit from GFI's know-how and
experience in operating electronic and hybrid markets for cash and
derivative products across multiple asset classes, including fixed
income, interest rates, foreign exchange, equities, energy and
commodities. Founded in 1987 and headquartered in New York, GFI employs
over 1,900 people globally, with additional offices in London, Paris,
Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv,
Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota,
Buenos Aires, Lima and Mexico City.
1 Approximately 2.5 million shares priced at November 13,
2015 closing price of $258.47.
2 Net revenues include intercompany revenues from BGC and GFI.
3 Adjusted EBITDA is a non-GAAP financial measure.
SOURCE: Intercontinental Exchange
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