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NYX > SEC Filings for NYX > Form 8-K on 23-Apr-2009All Recent SEC Filings

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Form 8-K for NYSE EURONEXT


23-Apr-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 22, 2009, NYSE Euronext (the "Company") completed its offering of a €250 million increase (the "New Notes") to its €750 million in aggregate principal amount of 5.375% Notes due 2015 pursuant to Regulation S under the Securities Act of 1933, as amended. In connection with the pricing of the offering, the Company entered into a Subscription Agreement dated as of April 21, 2009 (the "Subscription Agreement") with Merrill Lynch International, Natixis, Société Générale and the Royal Bank of Scotland plc, as Joint Lead Managers.

The New Notes were issued pursuant to a First Supplemental Agency Agreement dated as of April 22, 2009 (the "Agency Agreement") among the Company, Citibank, N.A., London Branch, as fiscal and paying agent, Dexia Banque Internationale à Luxembourg, société anonyme, as Luxembourg Paying Agent, and ABN AMRO Bank N.V., as paying agent. The New Notes will have the same terms and conditions as the existing issue. The Agency Agreement provides that the New Notes may be redeemed by the Company for certain tax reasons and at the option of the holder upon a change of control and if the New Notes are rated below an investment grade rating under certain circumstances. The Agency Agreement provides for customary events of default and a negative pledge covenant. Under the negative pledge covenant, the Company has agreed that its present or future indebtedness shall not be secured by any mortgage, lien, charge, pledge or other security interests unless the equivalent is provided with respect to the New Notes, or otherwise approved by the holders. The Agency Agreement does not contain any financial covenants.

The New Notes will mature on June 30, 2015. Interest on the New Notes will be payable annually on June 30 of each year, beginning on June 30, 2009.

The New Notes are unsecured obligations of the Company and rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Company. The proceeds of the New Notes will be used for general corporate purposes, including the refinancing of existing debt. The New Notes will become fungible with the existing issue and will be listed on Euronext Amsterdam and the Luxembourg Stock Exchange's regulated market.

The Subscription Agreement and the Agency Agreement are governed by English law.

The descriptions of the Subscription Agreement and the Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the agreements, which are attached hereto as Exhibits 1.1 and 4.1, respectively, and are 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 included in Item 1.01 of this Report is incorporated by reference into this Item 2.03.



ITEM 8.01 OTHER EVENTS.

A press release with respect to the offering is filed as Exhibit 99.1 to this report and is hereby incorporated by reference.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number      Description
 1.1        Subscription Agreement, dated as of April 21, 2009, between NYSE
            Euronext and Merrill Lynch International, Natixis, Société Générale
            and the Royal Bank of Scotland plc.

 4.1        First Supplemental Agency Agreement, dated as of April 22, 2009, among
            NYSE Euronext, Citibank, N.A., London Branch, as fiscal and paying
            agent, Dexia Banque Internationale à Luxembourg, société anonyme, as
            Luxembourg Paying Agent, and ABN AMRO Bank N.V., as paying agent.

99.1        Press Release, dated April 22, 2008, entitled "NYSE Euronext
            Successfully Increased by EUR 250 million its June 2015 EUR 750
            million Bond Issue"


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