UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 29, 2023, Cboe Global Markets, Inc. (the “Company”), as guarantor, entered into an Amendment and Restatement Agreement (the “A&R Agreement”) with Cboe Clear Europe N.V. (formerly known as European Central Counterparty N.V., “Cboe Clear Europe”), as borrower, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent, and Citibank N.A., London Branch, as security agent, in order to amend and restate the Cboe Clear Europe credit facility, originally dated as of July 1, 2020, by and among the same parties (as previously amended and restated by way of an amendment and restatement agreement dated July 1, 2021 and June 30, 2022, respectively, and, as further amended and restated, the “Facility Agreement”).
The A&R Agreement makes certain changes to the Facility Agreement, including without limitation, the following:
| · | Extended the term of the Facility Agreement until June 28, 2024; |
| · | Maintained the aggregate commitment under the Facility Agreement at Euro 1.25 billion; |
| · | Maintained the aggregate commitment under the Facility Agreement, after the accordion increase, at Euro 1.75 billion; and |
| · | Modified certain other provisions to incorporate updates in applicable laws and regulations. |
The Company’s obligations under the Facility Agreement shall continue in full force and effect as set forth in the A&R Agreement.
Certain of the lenders under the Facility Agreement and their affiliates (1) have provided, and may in the future provide, investment banking, underwriting, trust or other advisory or commercial services to the Company and its subsidiaries and affiliates or (2) are the Company's and its subsidiaries’ and affiliates’ customers, including trading permit holders, trading privilege holders, participants or members, and may engage in trading activities on Company markets.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement which is filed to this Current Report on Form 8-K as Exhibit 10.1 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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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.
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CBOE GLOBAL MARKETS, INC. | ||
| By: | /s/ Jill Griebenow | |
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Jill Griebenow Senior Vice President and Chief Accounting Officer |
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| Dated: July 5, 2023 | ||