Current Report Filing (8-k)
November 07 2018 - 9:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
November 1, 2018
CME GROUP
INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31553
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36-4459170
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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20 South Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
(312) 930-1000
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On November 1, 2018, Chicago Mercantile Exchange Inc. (CME), a wholly owned subsidiary of CME Group Inc., entered into an amendment (the
Amendment) to its
364-day
multi-currency credit facility (the Existing Credit Facility) with Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent and
Collateral Monitoring Agent and certain of the existing banks under the Existing Credit Facility. The Existing Credit Facility as amended by the Amendment is referred to as the Amended Credit Facility.
The Amended Credit Facility is for a line of credit of $7 billion and is intended to provide temporary liquidity to CME in the event of a clearing member
default, a liquidity constraint or depositary default, or in the event of temporary delays in the payment systems utilized by CME. CMEs obligations under the Amended Credit Facility will be collateralized by the guaranty fund contributions and
performance bond assets deposited by clearing members with CME. The Amended Credit Facility also provides CME the ability to seek to increase the line of credit from $7 billion to $10 billion, provided, however, the participating banks are
not obligated to comply with our request and additional banks may be added.
The foregoing description of the Amended Credit Facility is only a summary,
does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended Credit Facility, which is filed as Exhibit 10.1 hereto and is 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 set forth in Item 1.01 above is hereby incorporated by reference under this Item 2.03.
Item 9.01
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Financial Statements and Exhibits.
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A copy of the Amendment No. 1 to Credit Agreement and Bank Joinder Agreement, dated as of November
1, 2018, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A. as Collateral Agent and Collateral Monitoring Agent is attached hereto as Exhibit 10.1. The Amended Credit Agreement, as
amended as of November 1, 2018, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A. as Collateral Agent and Collateral Monitoring Agent, is attached as Annex A to this
Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CME Group Inc.
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Registrant
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Date: November 7, 2018
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By:
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/s/ Kathleen M. Cronin
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Name:
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Kathleen M. Cronin
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Title:
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Senior Managing Director, General Counsel and Corporate Secretary
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