Attached files
| file | filename |
|---|---|
| 8-K - 8-K - INTERCONTINENTALEXCHANGE INC | d457357d8k.htm |
| EX-99.2 - EX-99.2 - INTERCONTINENTALEXCHANGE INC | d457357dex992.htm |
| EX-99.3 - EX-99.3 - INTERCONTINENTALEXCHANGE INC | d457357dex993.htm |
 Creating the Premier Global Market Operator
IntercontinentalExchange Agreement to Acquire NYSE Euronext
DECEMBER 20, 2012
Exhibit 99.1 |
 2
Forward-Looking Statements:
This
presentation
may
contain
“forward-looking
statements”
made
pursuant
to
the
safe
harbor
provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
In
some
cases,
you
can
identify
forward-looking
statements
by
words
such
as
“may,”
“hope,”
“will,”
“should,”
“expect,”
“plan,”
“anticipate,”
“intend,”
“believe,”
“estimate,”
“predict,”
“potential,”
“continue,”
“could,”
“future”
or the negative of those terms or other words of similar meaning. You should
carefully read forward-looking statements, including statements that
contain these words, because they discuss our future expectations or state other “forward-looking”
information. Forward-looking statements involve a number of risks and
uncertainties. ICE and NYSE Euronext caution readers that any forward-looking
statement is not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking statement. Such
forward-looking statements include, but are not limited to, statements about
the benefits of the proposed merger involving ICE and NYSE Euronext, including
future financial results, ICE’s and NYSE Euronext’s plans, objectives,
expectations and intentions, the expected timing of completion of the transaction and
other statements that are not historical facts. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are set forth in ICE’s and NYSE Euronext’s filings with the
U.S. Securities and Exchange Commission (the “SEC”). These risks and uncertainties
include, without limitation, the following: the inability to close the merger in a
timely manner; the inability to complete the merger due to the failure of NYSE
Euronext stockholders to adopt the merger agreement or the failure of ICE
stockholders to approve the issuance of ICE common stock in connection with the
merger;
the
failure
to
satisfy
other
conditions
to
completion
of
the
merger,
including
receipt
of
required
regulatory
and
other
approvals;
the
failure
of
the
proposed transaction to close for any other reason; the possibility that any of the
anticipated benefits of the proposed transaction will not be realized; the risk
that integration of NYSE Euronext’s operations with those of ICE will be
materially delayed or will be more costly or difficult than expected; the challenges of
integrating and retaining key employees; the effect of the announcement of the
transaction on ICE’s, NYSE Euronext’s or the combined company’s
respective business relationships, operating results and business generally; the
possibility that the anticipated synergies and cost savings of the merger will
not be realized, or will not be realized within the expected time period; the
possibility that the merger may be more expensive to complete than anticipated,
including
as
a
result
of
unexpected
factors
or
events;
diversion
of
management’s
attention
from
ongoing
business
operations
and
opportunities;
general
competitive, economic, political and market conditions and fluctuations; actions
taken or conditions imposed by the United States and foreign governments;
and adverse outcomes of pending or threatened litigation or government
investigations. In addition, you should carefully consider the risks and uncertainties
and
other
factors
that
may
affect
future
results
of
the
combined
company
described
in
the
section
entitled
“Risk
Factors”
in
the
joint
proxy
statement/prospectus to be delivered to ICE’s and NYSE Euronext’s
respective shareholders, and in ICE’s and NYSE Euronext’s respective filings with the
SEC
that
are
available
on
the
SEC’s
web
site
located
at
www.sec.gov,
including
the
sections
entitled
“Risk
Factors”
in
ICE’s
Form
10-K
for
the
fiscal
year
ended December 31, 2011, as filed with the SEC on February 8, 2012, and ICE’s
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2012, as
filed
with
the
SEC
on
August
1,
2012
and
September
30,
2012,
as
filed
with
the
SEC
on
November
5,
2012,
and
“Risk
Factors”
in
NYSE
Euronext’s
Form
10-K
for
the
fiscal
year
ended
December
31,
2011,
as
filed
with
the
SEC
on
February
29,
2012.
You
should
not
place
undue
reliance
on
forward-looking
statements, which speak only as of the date of this presentation. Except for any
obligations to disclose material information under the Federal securities laws,
ICE undertakes no obligation to publicly update any forward-looking statements
to reflect events or circumstances after the date of this presentation. Safe
Harbor IntercontinentalExchange |
 3
Important Information About the Proposed Transaction and Where to Find It:
In
connection
with
the
proposed
transaction,
ICE
intends
to
file
with
the
SEC
a
registration
statement
on
Form
S-4,
which
will
include
a
joint
proxy
statement/prospectus
with
respect
to
the
proposed
acquisition
of
NYSE
Euronext.
The
final
joint
proxy
statement/prospectus
will
be
delivered
to
the
stockholders of ICE and NYSE Euronext. Investors and security holders of both ICE
and NYSE Euronext are urged to read the joint proxy statement/prospectus
regarding the proposed transaction carefully and in its entirety, including any documents previously filed with the SEC and incorporated
by reference into the joint proxy statement/prospectus, when it becomes available
because it will contain important information regarding ICE, NYSE Euronext
and the proposed merger. Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing
information
about
ICE
and
NYSE
Euronext,
without
charge,
at
the
SEC’s
website
at
http://www.sec.gov.
Investors
may
also
obtain
these
documents,
without
charge, from ICE’s website at http://www.theice.com.
Participants in the Merger Solicitation:
ICE, NYSE Euronext and their respective directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the merger agreement. You can find information about ICE and ICE’s directors and
executive
officers
in
ICE’s
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2011,
as
filed
with
the
SEC
on
February
8,
2012,
and
ICE’s
proxy
statement for its 2012 annual meeting of stockholders, as filed with the SEC on
March 30, 2012. You can find information about NYSE Euronext and NYSE
Euronext’s directors and executive officers in NYSE Euronext’s Annual
Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on
February 29, 2012, and NYSE Euronext’s proxy statement for its 2012 annual
meeting of stockholders, filed with the SEC on March 26, 2012. Additional
information about the interests of potential participants will be included in the
joint proxy statement/prospectuses, if and when it becomes available, and the
other relevant documents filed by ICE and NYSE Euronext with the
SEC.
Safe Harbor (continued)
IntercontinentalExchange |
 Best-in-class growth leader in global derivatives
markets spanning energy, commodities, credit
and foreign exchange
Global clearing houses and other post-trade
services for futures and OTC markets
Leader in financial reform implementation, from
clearing to transparency and reporting
Focused operator emphasizing growth, expense
discipline, efficient capital deployment and ROIC
Proven M&A integration and delivery of
synergies; innovator in market structure solutions
Iconic brand with global presence and
infrastructure
Global leader in capital raising in 2012
Leading European derivatives complex with
flagship interest rate business
Premier global listings and cash equities venues
Leading U.S. equity options franchise
Global connectivity services with secure, world-
class technology infrastructure
Range of growth and expense reduction
initiatives including Project 14
4
IntercontinentalExchange
Creating a Global Markets and Risk Management Leader
Supports
transformative
opportunities
as
a
global
market
leader,
combining
complementary, high-growth derivatives markets and world class clearing &
risk management solutions with premier listing venues
Enhanced Growth, Diversification, Capital Efficiencies, Cash Flow and Capital
Returns |
    $33.12
per
share
offer,
represents
a
38%
current
premium
and
a
28%
premium
to
NYSE
Euronext’s
average
share
price
in 2012
(1)
0.1703
shares
of
ICE
plus
$11.27
per
share
in
cash
(2)
36% pro forma ownership of faster growing derivatives-
oriented company
Opportunity
to
participate
in
value
creation
through
enhanced
growth prospects and ~$450 million in expected combined
cost synergies and increased efficiencies
Future return of capital from ongoing dividend policy now
enhanced by increased growth prospects
Facilitates
clearing
transition;
reduces
operational
complexity
NYSE EURONEXT SHAREHOLDERS
NYSE EURONEXT SHAREHOLDERS
ICE SHAREHOLDERS
ICE SHAREHOLDERS
Expansion into financial derivatives products and pre-
eminent global equities and listings franchise
Access to interest rates, the largest global derivatives
market, at an attractive entry point
Significant value creation from combined synergies
Expanded derivatives clearing through addition of NYSE
Euronext futures markets
Robust earnings accretion and cash flow profile
Initiates capital return with dividend policy implementation
Preserves recurring revenue generation while maintaining
upside potential from market recovery; continued focus on
growth and delivering best-in-class results
MARKET PARTICIPANTS
MARKET PARTICIPANTS
Integrated derivatives clearing platform; efficient deployment of capital at a time
of heightened focus on capital requirements Enables customers to benefit from
the greater scale, consistent platforms and infrastructure of the combined company across
agricultural and energy commodities, credit derivatives, equities and equity
derivatives, foreign exchange and interest rates Access to a global,
multi-asset class platform and a broad suite of pre-trade and post-trade capabilities
Migration to established ICE Clear minimizes transition uncertainty and duplicative
account expenses for market participants Enhances innovation and
competitiveness of U.S. and European rates markets Focus on serving customer
needs around regulatory reforms and market structure improvements Maintaining
strong commitment to and leadership in listings and capital formation in the U.S. and Europe
Beneficial to Shareholders and Market Participants
5
IntercontinentalExchange
(1) Based on ICE’s closing price of $128.31 as of December 19, 2012 (2)
Represents blended consideration – NYSE Euronext shareholders will have the right to elect cash, stock or the blended consideration, subject to pro ration |
 Transaction Summary
6
IntercontinentalExchange
PRO FORMA OWNERSHIP
MANAGEMENT
$33.12 per share;
$8.2 billion equity value
(1)
NYSE
Euronext
shareholders
receive
0.1703
shares
of
ICE
and
$11.27
per
share
in
cash
(2)
38% current premium and 28% premium to NYSE Euronext’s 2012 average share
price 33% cash / 67% stock consideration
64% existing ICE shareholders, 36% NYSE Euronext shareholders
Chairman and Chief Executive Officer: Jeff Sprecher
President of combined company and CEO of NYSE Group: Duncan Niederauer
Chief Financial Officer: Scott Hill
CAPITAL MANAGEMENT
NYSE Euronext dividend to be maintained prior to close
ICE to adopt ~$300 million annual dividend beginning after the close
ANTICIPATED CLOSING
In the second half of 2013, following ICE and NYSE Euronext shareholder votes and
receipt of all applicable regulatory approvals in the U.S. and Europe
STRUCTURE
BOARD OF DIRECTORS
4 members
of
the
NYSE
Euronext
Board
of
Directors
to
be
added
to
the
ICE
Board
of
Directors for a combined Board of 15
GLOBAL FOOTPRINT
Global operations across the Americas, Europe and Asia
Maintain NYSE building and NYSE floor operations in New York
Post-closing ICE will look to optimize the portfolio of global businesses,
including a potential IPO of Euronext subject to regulatory acceptance and
value creation CLEARING
Liffe products currently cleared by LCH.Clearnet and NYSE Liffe Clearing will
transition to ICE Clear Europe
Clearing services to be provided by ICE Clear Europe in mid 2013
FINANCING
Cash on hand and existing line of credit
(1) Based on ICE’s closing price of $128.31 as of December 19, 2012 (2)
Represents blended consideration – NYSE Euronext shareholders will have the right to elect cash, stock or the blended consideration, subject to pro ration |
 Compelling Strategic Rationale
7
IntercontinentalExchange
ESTABLISHES PREMIER
GLOBAL MARKETS
OPERATOR
COMPELLING VALUE
CREATION
SIGNIFICANT
SYNERGIES
PROVEN INDUSTRY
CONSOLIDATOR AND
INNOVATOR
Leading global, end-to-end derivatives franchise spanning agricultural and
energy commodities, credit derivatives, equities and equity derivatives,
foreign exchange and interest rates Proven clearing platform to drive growth
initiatives Pre-eminent
global
equities
and
listings
franchise
recognized
around
the
world
Deep and experienced combined management team
Immediate GAAP earnings accretion in excess of 15% in Year 1, higher upon
realization of run-rate synergies
Expected
to
achieve
return
on
invested
capital
above
the
cost
of
investment
by
Year
2
Capitalizes on ICE’s experience and clearing houses in London, New York,
Chicago and Canada Evaluate opportunities to unlock value across current
business units Approximately $450 million in combined annual cost synergies
expected, including $150 million related to NYSE Euronext current cost
savings program, Project 14 Approximately 80% of synergies realizable within
2 years of closing Significant savings related to technology, clearing and
duplicative expenses Proven track record of integrating acquisitions,
realizing synergies and driving shareholder returns Consistent ability to
execute on new initiatives and provide effective solutions for market participants
Acquiring business at right time in the cycle; well positioned for economic /
market recovery LEADING MULTI-ASSET
CLASS RISK
MANAGEMENT AND
MARKET
INFRASTRUCTURE
Enhances innovation and competitiveness of U.S. and European rates
businesses Increases capital and operational efficiencies for
customers Bolsters established infrastructure across global markets
Enhances
capabilities
to
target
the
interest
rate
swaps
clearing
opportunity
Existing and growing Asian presence
STRONG CASH FLOW
AND OPERATING
LEVERAGE
Robust pro forma cash flow profile
Modest combined leverage at closing with rapid projected deleveraging
Maintains
substantial
financial
flexibility
to
pursue
additional
strategic
growth
opportunities |
 8
IntercontinentalExchange
Premier Operator of Global Markets
Combined business well diversified across asset classes, products and
geographies Pro Forma Business Mix: Net Revenues
Pro Forma Geographic Mix: Net Revenues
(1) Includes historical ICE OTC revenues (excluding CDS)
(2) Does not reflect any adjustment for estimated transaction-related non-cash
writedown of deferred revenue (3) LTM volumes as of September 30, 2012; excludes
ICE OTC CDS volumes and Bclear (4) Includes historical ICE OTC Energy
contracts Pro Forma Product Mix: Futures Volumes
(3)
LTM
Volumes
LTM
Volumes
Pro Forma Geographic Mix: Futures Volumes
(3)
LTM Pro Forma Contracts: 1,497mm
LTM Net
Revenues
LTM Pro Forma Net Revenues: $3.8bn
(2)
(4)
Technology Services & Other
16%
(1)
LTM Net
Revenues |
 9
IntercontinentalExchange
Commodities
Commodities
Cash & Listings
Cash & Listings
Financial
Financial
Clearing & Data /
Services
Clearing & Data /
Services
Iconic Global Brands and Deep Infrastructure
ICE and NYSE Euronext have assembled a valuable portfolio of businesses
across global markets through acquisitions, organic initiatives and alliances
Alliances /
Investments
Alliances /
Investments
Winnipeg Commodity
Exchange |
 10
IntercontinentalExchange
Currency Pairs
U.S. Dollar
Index
Russell Index
Futures
Credit Default
Swaps
Short-Term
Interest Rates
Medium-Term
Interest Rates
Equity Options
MSCI Index
Futures
Equity Index
Options
Brent Crude
WTI Crude
ASCI Crude
Gas Oil
European
Natural Gas
U.K. Electricity
Global Coal
Emissions
Refined Oil
Products
Natural Gas
Liquids
Freight
Iron Ore
Rapeseed
Skimmed Milk
Cocoa
EU Corn
EU Wheat
Robusta Coffee
White Sugar
Integrated Global Markets, Clearing, Technology and Risk Management
Integrated Global Markets, Clearing, Technology and Risk Management
Natural Gas
Power
Oil / Refined
Products
U.S.
Environmental
Natural Gas
Liquids
Liquefied
Natural Gas
Cocoa
Arabica Coffee
Cotton
Raw Sugar
Orange Juice
Barley
Canola Oil
Canadian
Wheat
Corn
Soybean
Gold
Silver
Clearing
Futures & OTC
Clearing Houses
Cetip Partnership
Data / Services
Market Data
Real-time
prices/screens
Indices and end
of day reports
Tick-data, time
and sales
Market price
validations
Forward Curves
eConfirm
Trade Vault
ICE Chat &
Whentech
Chatham Energy
Mobile technology
ICE Link
FIX marketplace
SFTI
NYSE
NYSE Euronext
MKT (SMEs)
NYSE Euronext
Arca (fully
electronic)
ArcaEdge (OTC
equities)
Corpedia
Corporate
Services
Currency Pairs
Credit Default
Swaps
Short-Term
Interest Rates
Medium-Term
Interest Rates
Equity Indexes
Cash Equities
Individual
Equities
Clearing
Proven Futures
& OTC Clearing
House
Interbolsa
Data / Services
Market Data
Real-time
prices/screens
Indices and end
of day reports
Tick-data, time
and sales
Market price
validations
Forward Curves
Market Price
Validation
Bclear –
Processing for
OTC Derivatives
contracts
Commodities
Commodities
Cash &
Listings
Cash &
Listings
Financial
Financial
Clearing &
Data / Svcs
Clearing &
Data / Svcs
Commodities
Commodities
Financial
Financial
Clearing &
Data / Svcs
Clearing &
Data / Svcs
Cash &
Listings
Cash &
Listings
Euronext
•
Amsterdam
•
Brussels
•
Lisbon
•
London
•
Paris
NYSE Euronext
Alternext
(SMEs)
NYSE Euronext
Arca Europe
(fully electronic)
Legacy ICE
Legacy NYSE Euronext
Comprehensive Coverage of Global Financial Markets
Key benchmarks and integrated market infrastructure
Europe and Asia
Americas |
 Global Derivatives Contracts Traded
MM of Contracts, 9/30/2012 YTD
3
largest global derivatives complex on a pro
forma basis
Leading global derivatives clearing houses based
in New York, Chicago and London
Entry to largest global derivatives market, with
global OTC interest rate market estimated
at ~ $500
trillion Proven ability to create new products and growth
opportunities:
o
Swaps
o
Options
o
Mid-Curve Options
Further growth opportunities from recent initiatives
including NYPC, NYSE Liffe U.S. and recently
launched MSCI index contracts
Leading Innovator in Global Derivatives Markets
Pro forma ICE will be a leader across financial, energy, equities and commodity
products with access to a premier global interest rates complex
Exchange Traded Interest Rate Futures & Options
11
IntercontinentalExchange
Global OTC Interest Rate Market
Sources: FIA, Bank of International Settlement
(1) Excludes all ICE OTC contracts; including ICE OTC Energy contracts would
increase volumes by 376 million (2) Notional amount outstanding at
6/30/2012 Global OTC Interest Rate Market: $494 Trillion
(2)
2012 YTD Contracts Traded: 2.3 Billion
(1)
(1)
North
America
44%
Europe
33%
Asia Pacific
5%
Other
18%
U.S. Dollar
33%
Euro
36%
Japanese
Yen
12%
Pound
Sterling
8%
Other
11%
294
297
426
450
796
832
879
1,271
1,464
1,473
1,640
1,767
1,804
2,242
0
500
1,000
1,500
2,000
2,500
ICE
MCX
MCX-SX
Dalian Commodity
MICEX
NASDAQ OMX
CBOE
BM&F BOVESPA
NSE
NYSE Euronext
Korea Exchange
Pro Forma
Eurex / ISE
CME
rd
Futures (656)
Equity Options (816) |
 ESTABLISHED
INFRASTRUCTURE &
TRANSITION TO ICE
CLEAR EUROPE
Leading global clearing solution for futures and OTC markets already in place in
London Unique experience of managing the transition of OTC and commodity
futures markets from LCH.Clearnet to ICE Clear Europe
Leading
global
clearing
solution
already
in
place,
with
U.S.
and
U.K.
regulated
status
ICE Clear Europe today clears over 65% of ICE’s global business
PROVEN PLATFORM
FOR INNOVATION
Proven track record of bringing innovation and investment to global markets
Leading clearing house for European CDS
Well positioned to capitalize on the IRS clearing opportunity
Proven track record of accelerated new product launches and energy swaps to
futures transition World-class risk management expected to deliver
further capital efficiencies for clearing members ICE Clear Europe has
accepted Euroclear triparty collateral since 2009 and was the first European
clearing house to accept gold as collateral
ACCELERATED PATH TO
NEW CLEARING
TECHNOLOGY
Proven implementation of clearing technology to support initial transition to ICE
Clear Europe, including ICE’s banking systems
Successful implementation of state-of-the-art proprietary clearing
technology platform Rationalization of technology platforms will create
greater market and operating efficiencies Accelerating Innovation and
Integration ICE’s proven experience in establishing and migrating clearing
services and technology will accelerate innovation and integration for
future growth 12
IntercontinentalExchange |
 Enhancing Combined Growth Initiatives
13
IntercontinentalExchange
Global Derivatives
Global Derivatives
Capitalize on the IRS clearing
opportunity with further market
build-out
Continued launch of new
derivatives products (e.g., mid-
curve options, swapnote, etc.)
Capitalize on timely transition of
energy swaps to futures
Expand into EU natural gas and
power markets (APX Endex) and
electronic options (WhenTech &
ICE Chat)
Develop NDF FX clearing
Expansion of clearable CDS
(including EU sovereigns), CDS
futures and anticipated launch of
credit SEF
Develop Brazilian energy market
(via BRIX) and fixed income
trading platform
Capitalize on Russell Index volume
upside with return of fund flows
Expansion into grains and oilseeds
to extend reach in ag sector
Cash and Listings
Cash and Listings
Capitalize on momentum from new
listings / transfers
Expand into capital markets, board
services and compliance
o
Deepen relationships with
listed issuers and help tap new
adjacencies
Build liquidity centers and
connectivity
o
Offer access to HKEx data
center via Fixnetix
ICE intends to explore an IPO of
Euronext as a Continental
European-based entity following
the closing of the acquisition if
market conditions permit and if
European policy makers are
supportive
Technology and Data Services
Technology and Data Services
Expand managed services offering
o
Enhance ability to manage and
deliver 3rd party solutions,
which clients increasingly value
o
Capitalize on clients’
increased
focus on cost optimization
Capitalize on new global data
agreements
Build technology services pipeline
(e.g., ATG, Russell)
Build out network with global
coverage across multiple markets
and asset classes
Extend data services with broader
coverage of market data and
different types
Realize benefits of global
partnerships
o
Tokyo Stock Exchange
o
Warsaw Stock Exchange
o
Bank of China
Continued focus on accelerating growth and efficiencies across all business
lines |
 14
IntercontinentalExchange
Well Positioned to Lead Derivatives Industry Evolution
Combination reinforces ICE’s proven industry leadership
Historical Financial Reform Solutions
Historical Financial Reform Solutions
Recent and Current Initiatives
Recent and Current Initiatives
ICE Trade Automation, Clearing and Processing
Infrastructure:
Global trading and clearing platforms for futures and
OTC markets
ICE eConfirm is the leading energy trade data
repository
Straight-through-processing and OTC connectivity
via
ICE
Link
across
buy-
and
sell-side
Transparency and Existing Regulation:
Investments made in technology, regulatory
reporting, market supervision and surveillance tools
Implemented position limits in OTC energy markets
in 2010; U.S.-linked futures in 2008
Standardization, Clearing and Automation:
Enabled clearing for energy swaps, going from 2%
cleared in 2002 to over 97% cleared in 2011
Rapid implementation of CDS clearing through
infrastructure investment and innovation
Unparalleled connectivity for trade processing and
risk
management
from
front-
to
back-office
Transparency, Readiness and Implementation:
Multi-asset OTC clearing services
Continued investments in technology, compliance,
reporting, market supervision and surveillance
Transitioned energy swaps to exchange traded
futures
Poised to offer SEFs for energy and credit
Proactive, effective high frequency trading weighted
volume ratio (WVR) messaging policy
Energy and credit default swaps data repository
(SDR) Trade Vault operational
“Plus One”
pre-clearing credit check provides OTC
swap risk management and continuity
ICE Clear Credit to satisfy financial market utility
standards and CPSS-IOSCO requirements |
 $1,373
(1)
2001:
ICE’s business
expands globally
into futures with
acquisition of
London-based
IPE
2007:
Completed
acquisition of
NYBOT
2007: Acquired
Winnipeg
2008: Acquired
YellowJacket
2008: Acquired
Creditex &
launched ICE
Clear Europe
2010: Acquired
Climate
Exchange
2011: Acquired
Ballista
2011: Became
largest
shareholder in
Cetip
2011:
Launched BRIX
2005: ICE IPO
2012:
Acquired
Whentech
2012:
Announced
Acquisition of
NYSE Euronext
Proven Track Record of Successful Acquisitions
History of realizing synergies on or ahead of
schedule
Demonstrated ability to efficiently and
effectively integrate acquisitions while growing
core business
Proven record of driving further growth and
generating premium value for all stockholders
Disciplined approach to acquisitions
(1)
Based on consensus I/B/E/S estimates for FY2012
15
IntercontinentalExchange
2009: Acquired
The Clearing
Corporation and
launched global
CDS clearing |
 16
$450 million of cost synergies have been identified including $150 million of
remaining NYSE Euronext Project 14 cost reductions
o
Excluding the remaining Project 14 reductions, $300 million of incremental cost
reductions have been identified Approximately 80% of synergies are expected
to be realized by the end of Year 2 Pro forma 2014E diluted GAAP EPS of
$12.50 reflecting full run-rate synergies (1)
Excludes potential revenue synergies
IntercontinentalExchange
Significant Synergy Opportunities
Full run-rate synergies of approximately $450 million within 3 years of
closing REMAINING PROJECT 14
BUSINESS EFFICIENCIES
Technology, data center optimization, platforms
Business optimization
Organizational efficiencies / infrastructure
Clearing
Technology
Resources reduction
Non-compensation spending
Annual Run-Rate Synergies
Annual Run-Rate Synergies
Description
Description
~$150mm
~$150mm
~$450mm
CORPORATE &
PORTFOLIO
MANAGEMENT
Portfolio management
Resources reduction
Efficiencies and other non-comp spending
Public company expenses and support function overlap
~$150mm
(1)
Based on consensus I/B/E/S estimates for FY2014 for both ICE and NYX and reflecting
certain estimated transaction adjustments, including full $300 million of
incremental synergies and $89 million of pre-tax revenue reduction due to estimated
transaction-related, non-cash writedown of deferred revenue |
     Combination increases financial scale while maintaining significant flexibility to
pursue additional strategic opportunities and organic growth initiatives
17
Significant cash expected to be generated which could be used to
further reduce leverage
~$300 million annual dividend to be initiated post-close
Excludes ~$89 million non-cash revenue reduction in 2014 due to the anticipated
balance sheet writedown of NYSE Euronext deferred revenue from original
listing fees and other purchase accounting adjustments (1)
IntercontinentalExchange
Combined
Combined
Combined with
Synergies
Combined with
Synergies
Source: Company Filings.
(1)
Anticipated non-cash balance sheet writedown of NYSE Euronext deferred revenue of
approximately $480 million (2)
ICE Adj. EBITDA is calculated by taking operating income and adding back D&A and
merger expenses (3)
NYSE Euronext Adjusted EBITDA is calculated by taking operating income and adding back
D&A, merger expenses and exit costs and BlueNext tax settlement (4)
Assumes $1.8 billion of additional debt is incurred as part of the transaction
(5)
Assumes $1.1 billion of cash is used for consideration in the transaction
Robust Pro Forma Cash Flow and Operating Leverage
$1,367
$2,390
$3,757
$3,757
$971
$1,049
$2,020
$2,470
$850
$2,482
$5,132
$5,132
$1,241
$341
$521
$521
0.9x
2.4x
2.5x
2.1x
(2)
(3)
LTM Revenues
LTM Adj. EBITDA
9/30/12 Debt
9/30/12 Cash & ST
Investments
Debt /
Adj. EBITDA (x)
(4)
(4)
(5)
(5) |
 Continued Focus on Shareholder Value Creation
ROIC = (Operating Income x (1-Tax Rate) ) / (Avg Debt + Avg Shareholders
Equity + Avg Minority Interest -
Avg Cash, Cash Equiv, & ST Investments)
18
IntercontinentalExchange
LTM 2012 ROIC *
Total Shareholder Return (Since 12/31/2005)
(1)
ICE has delivered superior shareholder value through leading returns on invested
capital Prudent manager of shareholder capital with a track record of
disciplined M&A and organic investments Transaction expected to be GAAP
EPS accretive in Year 1 (2014) and to deliver ROIC above cost of investment
by Year 2 (2015)
Committed to return capital to shareholders through implementation of new dividend
policy upon closing *Source: Factset, Company Filings. S&P data represents
only current constituents. S&P 500 ROIC calculated using invested capital weighted average.
ICE LTM data as of 3Q12
(2)
(3)
(1)
Total shareholder return as of December 19, 2012 (2) Peer average includes CME, NYX and NDAQ; LTM data as of
3Q12 (3) Peer average includes CME, NYX and NDAQ; NYSE Euronext
total shareholder return from May 10, 2006 IPO (IPO share price of $61.50) |
  19
IntercontinentalExchange
ICE and NYSE Euronext –
A Compelling Combination
Creates an unparalleled operator of global exchanges and
clearing houses for commodities, credit derivatives, equities and
equity derivatives, foreign exchange and interest rates
Strong global presence, infrastructure and brands across
international markets with ability to drive new initiatives on a
combined basis
Unlocks significant value through the achievement of merger
synergies, accretion and return of capital with focus on growth
Creates an efficient clearing model poised for growth as interest
rate markets recover and interest rate swap clearing develops
Enhances innovation and competitiveness within U.S. and
European rate markets
Strengthens the pre-eminent global equities and listings
franchise
Delivers strong operating leverage while preserving healthy
levels of recurring revenues and participation in the eventual
market recovery with exposure to increasing interest rates
Provides for diversification among multiple asset classes and
expands reach into new markets, including the largest asset
class, interest rates, while at cyclical lows
Builds on track record of improving market transparency and
expands resources to address challenges and opportunities in
equity market structure
Completion Timeline
Completion Timeline
Shareholder Votes:
File registration statement on Form S-4 and joint
proxy statement / prospectus
Regulatory Process:
Competition filings in U.S. and Europe
Filings with relevant U.S. and European market
regulators |
 APPENDIX |
     21
IntercontinentalExchange
Overview of Euronext
Post-closing ICE will look to optimize the portfolio of global businesses,
including a potential IPO of Euronext
586 listed companies as of
December 2011 (excluding
investment funds)
o
528 domestic
o
58 foreign
Supports the CAC 40 Index
o
Acts as the underlying
regional index for futures
and options contracts
144 listed companies as of
December 2011
o
106 domestic
o
38 foreign
Houses 181 Investment
Funds, 7,908 Structured
products, 123 ETFs and
1,415 Bonds
Supports the AEX Index
148 listed companies as of
October 2012 (excluding
investment funds)
o
118 domestic
o
30 foreign
Supports the BEL 20 Index
o
Blue-chip index for the
Brussels stock market
51 listed companies as of
December 2011 (excluding
investment funds)
o
46 domestic
o
5 foreign
Supports the PSI 20 Index
o
Acts as the underlying
regional index for futures
and options contracts
Euronext assets to potentially include the NYSE Euronext markets
in Paris, Amsterdam, Brussels and Lisbon
o
Includes all cash equities and derivatives products currently offered on the
Continental European markets o
Potential inclusion of the NYSE Euronext technology businesses supporting the
Continental European markets
European management team and independent board will be determined
post-closing LTM Volumes:
Cash Equities: €375 billion
traded
Derivatives: 84.3 million
contracts
LTM Volumes:
Cash Equities: €77 billion
traded
Derivatives: 1.1 million
contracts
LTM Volumes:
Cash Equities: €22 billion
traded
Derivatives: 63,000 contracts
LTM Volumes:
Cash Equities: €969 billion
traded
Derivatives: 90.6 million
contracts
$560 Million of LTM Revenue
$560 Million of LTM Revenue |