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): January 23, 2015

 


 

CME GROUP INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

333-199429

 

36-4459170

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

20 South Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (312) 930-1000

 

Not Applicable

(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):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.

Other Events

 

On January 20, 2015, at a meeting of the special committee of the board of directors of GFI Group Inc. (“GFI Group”), Greenhill & Co., LLC (“Greenhill”) delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated January 20, 2015, that, as of such date and based upon the procedures followed and subject to assumptions made, matters considered and limitations of the scope of review undertaken by Greenhill as set forth in its written opinion, the consideration to be received by holders of shares of GFI Group common stock in the merger between CME Group Inc. (“CME Group”) and GFI Group discussed in the Proxy Statement/Prospectus (the “GFI Merger”) was fair, from a financial point of view, to the holders of GFI Group common stock (other than holders of shares of GFI Group common stock beneficially owned by stockholders and certain affiliates of Jersey Partners, Inc.). The consent of Greenhill is attached hereto and incorporated herein by reference as Exhibit 99.1.

 

On January 23, 2015, CME Group and GFI Group filed with the Securities and Exchange Commission (the “SEC”), pursuant to rule 424(b)(3) of the Securities Act of 1933, as amended, a supplement (the “Supplement”) to the proxy statement/prospectus included in the Registration Statement on Form S-4, File No. 333-199429, filed by CME Group with the SEC and declared effective by the SEC on December 24, 2014 (the “Proxy Statement/Prospectus”), and mailed on or about December 24, 2014 to GFI Group stockholders who are eligible to vote at the special meeting of GFI stockholders being held for the purposes set forth in the Proxy Statement/Prospectus.

 

On January 23, 2015, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”)  issued a tax opinion to the effect that the GFI Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each of CME Group and GFI Group will be a party to such reorganization. Skadden’s tax opinion is attached hereto and incorporated herein by reference as Exhibit 8.1.

 

On January 23, 2015, White & Case LLP (“White & Case”) issued a tax opinion to the effect that the GFI Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and that each of CME Group and GFI Group will be a party to such reorganization. White & Case’s tax opinion is attached hereto and incorporated herein by reference as Exhibit 8.2.

 

In connection with the Proxy Statement/Prospectus and the Supplement, holders of GFI Group’s common stock may vote their shares for or against the GFI Merger. The Proxy Card is attached hereto and incorporated herein by reference as Exhibit 99.2.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number

 

Description

8.1

 

Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

 

 

 

8.2

 

Tax Opinion of White & Case LLP.

 

 

 

99.1

 

Consent of Greenhill & Co., LLC.

 

 

 

99.2

 

Proxy Card of GFI Group Inc.

 

2



 

SIGNATURES

 

Pursuant 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.

 

 

CME Group Inc.

 

 

 

 

 

 

 

By:

/s/ Kathleen M. Cronin

 

 

Kathleen M. Cronin

Senior Managing Director, General Counseland Corporate Secretary

 

Date: January 23, 2015

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

8.1

 

Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

 

 

 

8.2

 

Tax Opinion of White & Case LLP.

 

 

 

99.1

 

Consent of Greenhill & Co., LLC.

 

 

 

99.2

 

Proxy Card of GFI Group Inc.

4




Exhibit 8.1

 

 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

 

 

155 NORTH WACKER DRIVE

 

 

CHICAGO, ILLINOIS  60606-1720

FIRM/AFFILIATE OFFICES

 


 


 

 

TEL: (312) 407-0700

BOSTON

 

FAX: (312) 407-0411

HOUSTON

 

www.skadden.com

LOS ANGELES

 

 

NEW YORK

 

 

PALO ALTO

 

 

WASHINGTON, D.C.

 

 

WILMINGTON

 

 


 

January 23, 2015

BEIJING

 

BRUSSELS

 

FRANKFURT

 

HONG KONG

 

LONDON

 

MOSCOW

 

MUNICH

 

PARIS

 

SÃO PAULO

 

SEOUL

 

SHANGHAI

 

SINGAPORE

 

SYDNEY

 

TOKYO

 

TORONTO

 

CME Group Inc.

20 S. Wacker Drive

Chicago, IL 60606

 

Ladies and Gentlemen:

 

We have acted as special U.S. tax counsel to CME Group, Inc., a Delaware corporation (“CME”), in connection with the preparation and filing of the Registration Statement No. 333-199429 on Form S-4, which includes the Prospectus of CME Group Inc. and Proxy Statement of GFI Group Inc., dated as of December 24, 2014 (the “Prospectus”), and the supplement thereto, dated as of January 22, 2015 (the “Supplement”), filed with the Securities and Exchange Commission in connection with the acquisition, by CME, of all of the common shares of GFI Group, Inc., a Delaware corporation (“GFI”), in exchange for common shares of CME, with cash paid in lieu of fractional shares, pursuant to the Agreement and Plan of Merger, dated July 30, 2014 and as amended by Amendment No. 1, dated as of December 2, 2014, Amendment No. 2, dated as of January 15, 2015, and Amendment No. 3, dated as of January 22, 2015 (the “Agreement”), by and among CME, GFI, Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (“Merger Sub 2”).(1) Pursuant to the Agreement, (i) Merger Sub 1 will merge with and into GFI, with GFI surviving (the “Merger”), and (ii) immediately thereafter and as part of an integrated transaction, GFI will merge with and into Merger Sub 2, with Merger Sub 2 surviving (the “Subsequent Merger” and, together with the Merger, the “Combination”).

 


(1)         Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.

 



 

In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Supplement, the Prospectus (prepared with respect to the Combination) and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.  We have assumed that the Combination will be consummated in accordance with the Agreement, the Supplement, the Prospectus and such other documents, certificates and records.

 

For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies and the authenticity of the originals of such latter documents.  We have assumed that such documents, certificates and records are duly authorized, valid and enforceable.

 

In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of CME, Merger Sub 1, Merger Sub 2 and GFI, including factual statements and representations set forth in officers’ certificates dated the date hereof from officers of CME, Merger Sub 1, Merger Sub 2 and GFI (the “Representation Letters”) and have assumed that such statements and representations are and will continue to be correct as of the Effective Time without regard to any qualification as to knowledge or belief. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to above and the statements, representations, covenants and agreements made by CME, Merger Sub 1, Merger Sub 2 and GFI, including those set forth in the Representation Letters, and we have assumed (i) that the Representation Letters will be re-executed by appropriate officers, and that we will render our opinion pursuant to sections 7.02(c) of the Agreement, as of the Effective Time, and (ii) that there will be no change in law between the date hereof and the Effective Time.

 

In rendering our opinion, we have relied on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the “Service”) and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect).  A change in the authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein or in the Supplement, the Prospectus, the Agreement or the Representation Letters, could affect our conclusions.  An opinion of counsel is not binding on the Service or any court.  No assurance can be given that the Service would not assert, or that a court would not sustain, a position contrary to this opinion.

 

Based upon and subject to the foregoing, we are of the opinion that, under current U.S. federal income tax law, the Combination will be treated as a reorganization within the meaning of section 368(a) of the Code.

 

Except as set forth above, we express no other opinion.  This opinion is furnished to you solely for your benefit in connection with the Combination and is not to be relied upon by

 



 

anyone else without our prior written consent.  This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

Skadden, Arps, Slate, Meagher & Flom LLP

 




Exhibit 8.2

 

 

January 23, 2015

 

GFI Group, Inc.

55 Water Street

New York, NY 10041

 

Ladies and Gentlemen:

 

We have acted as special counsel to the board of directors of GFI Group, Inc., a Delaware corporation (“GFI”), in connection with the proposed Agreement and Plan of Merger (the “Agreement”) dated as of July 30, 2014 among GFI Group, Inc., a Delaware corporation, CME Group, Inc., a Delaware corporation (“Parent”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned Parent Subsidiary, and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned Parent Subsidiary, as amended by Amendment No. 1, dated as of December 2, 2014 (“Amendment No. 1”), Amendment No. 2, dated as of January 15, 2015 (“Amendment No. 2”) and Amendment No. 3, dated as of January 21, 2015 (“Amendment No. 3” and, together with Amendment No. 1 and Amendment No. 2, the “Amendments”).  At your request and pursuant to Section 7.3(c) of the Agreement, we are rendering our opinion concerning certain U.S. federal income tax consequences of the Combination.  Any capitalized term used and not defined herein has the meaning given to such term in the Agreement.

 

In providing our opinion, we have examined the Agreement, as amended, the Amendments, the Form S-4 and the supplement thereto, including the Proxy Statement/Prospectus forming a part thereof, and such other documents as we have deemed necessary or appropriate for purposes of our opinion.  In addition, for purposes of the opinion set forth below, we have relied, with the consent of GFI and Parent, upon the accuracy and completeness of the statements and representations contained in the attached representation letters of (i) GFI and (ii) Parent (the “Representation Letters”), and we have assumed, with your consent, that the Representation Letters will be true, correct and complete as of the Effective Time and the Subsequent Effective Time without regard to any qualification as to knowledge or belief.

 

We have also assumed, with your consent, that (i) the transactions contemplated by the Agreement will be consummated in accordance with the provisions of the Agreement and as described in the Form S-4 and the supplement thereto (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the

 



 

transaction and the parties thereto set forth in the Agreement are, and will be at all times up to and including the Effective Time and Subsequent Effective Time, true, complete and correct, and the Form S-4 and the supplement thereto, including the Proxy Statement/Prospectus, is true, complete and correct, (iii) any statements and representations made in the Representation Letters “to the knowledge of” or “to the best knowledge of” any person or similarly qualified are and will be true, complete and correct without such qualification, and (iv) the Combination will qualify as a merger under applicable law.  If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Agreement or the Form S-4 and the supplement thereto, our opinion as expressed below may be adversely affected.

 

Opinion

 

Our opinion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations issued thereunder, administrative rulings, judicial decisions, and other applicable authorities, all as in effect and available on the date hereof.  The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, possibly with retroactive effect, or differing judicial or administrative interpretations, which could affect the tax consequences described herein.  In addition, there can be no assurance that positions contrary to those stated in our opinion may not be asserted by the Internal Revenue Service, and no rulings will be obtained from the Internal Revenue Service concerning the matters described in this opinion.

 

Based upon and subject to the foregoing, we are of the opinion that for U.S. federal income tax purposes (i) the Combination will constitute a “reorganization” within the meaning of Section 368(a) of the Code and (ii) each of GFI and Parent will be party to such reorganization.

 

Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may adversely affect the continuing validity of the foregoing opinion.  We assume no responsibility to inform GFI of any such change or inaccuracy that may occur or come to our attention.  Except for the opinion set forth above, we express no opinion as to any other tax consequences of the Combination to any party under U.S. federal, state, local or foreign laws.

 

We are furnishing this opinion to you solely for your benefit in connection with the Combination, and this opinion may not be relied upon by any other person or for any other purpose without our prior express written consent in each instance.

 

Very truly yours,

 

/s/ White & Case LLP

 



 

JWD:DD:KO

 




Exhibit 99.1

 

Consent of Greenhill & Co., LLC

 

We hereby consent to the inclusion of our opinion letter, dated January 20, 2015, to the Special Committee of the Board of Directors of GFI Group Inc. (“GFI”) as Annex D to, and to the description of such opinion and to the references to our name under the headings “Update to the GFI Merger—Update to Background of the Merger,” and “Update to the GFI Merger—Opinion of Special Committee’s Financial Advisor,” in, the supplement to the proxy statement/prospectus, submitted for filing on January 23, 2015, relating to the proposed merger of GFI with an affiliate of CME Group Inc. (“CME”), which proxy statement/prospectus is a part of the Registration Statement on Form S-4 of CME, as amended. In giving the foregoing consent, we do not admit (1) that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or (2) that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act and the rules and regulations of the Commission promulgated thereunder.

 

[Signature page follows]

 



 

 

GREENHILL & CO., LLC

 

 

 

By:

/s/ James M. Babski

 

 

James M. Babski

 

 

Managing Director

 

 

 

New York, New York

 

 

January 23, 2015

 

 

 




Exhibit 99.2

 

GRAPHIC

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. GFI GROUP, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. BRENTWOOD, NY 11717 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR proposals 1, 2 and 3. For 0 Against 0 Abstain 0 1 Adopt the Agreement and Plan of Merger, dated as of July 30 2014 and amended as of December 2, 2014, as it may be further amended from time to time, by and among GFI Group Inc., a Delaware corporation, CME Group Inc., a Delaware corporation, Commodore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of CME Group Inc., and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME Group Inc. (the "GFI Merger Agreement"). Approve, by non-binding, advisory vote, certain compensation arrangements for GFI Group Inc.'s named executive officers in connection with the merger and the related transactions contemplated by the GFI Merger Agreement. Approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the GFI Merger Agreement. 0 0 0 0 0 0 2 3 NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000225096_1 R1.0.0.51160

 


GRAPHIC

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement is/are available at www.proxyvote.com . Proxy - GFI GROUP INC. Proxy Solicited on Behalf of the Board of Directors for the Special Meeting of Stockholders to be held on January 30, 2015 at 11:00 a.m. E.S.T. The undersigned stockholder of GFI Group Inc. ("GFI") hereby appoints Michael Gooch and Christopher D'Antuono and each of them, as attorneys and proxies, each with power of substitution and revocation, to represent the undersigned at the Special Meeting of Stockholders to be held at Bayards, 1 Hanover Square, New York, NY 10004 at 11:00 a.m. Eastern Standard Time on January 30, 2015 and at any adjournments or postponements thereof, with authority to vote all shares of Common Stock of GFI held or owned by the undersigned on December 1, 2014 in accordance with the directions indicated herein. THIS PROXY WILL BE VOTED AS DIRECTED. IF THIS PROXY IS SIGNED, BUT NO DIRECTION IS MADE, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF GFI GROUP INC. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000225096_2 R1.0.0.51160

 

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