NYSE Euronext in $850 Million Notes Offering and Concurrent Tender Offers

October 18, 2012

Cleary Gottlieb represented underwriters BofA Merrill Lynch, Citigroup, J.P. Morgan, Morgan Stanley and Societe Generale and dealer managers BofA Merrill Lynch, UBS Investment Bank, Wells Fargo Securities, Societe Generale, Credit Agricole CIB and Lloyds Bank in the notes offering and concurrent tender offers by NYSE Euronext (“NYX”). The transaction consisted of a new notes offering of $850 million 2.000% Senior Notes due 2017 issued by NYX and cash tender offers for any and all of NYX’s existing $750 million 4.800% Senior Notes due 2013 and up to €250 million of its existing €1 billion 5.375% Senior Notes due 2015. Net proceeds of the notes offering were used to fund the concurrent tender offers and related expenses. Any remaining net proceeds will be used to retire at maturity the remaining 2013 Notes that were not purchased pursuant to the tender offer for the 2013 Notes. Approximately 44.8% of the outstanding 2013 Notes and approximately 8.03% of the outstanding 2015 Notes were tendered and accepted for purchase pursuant to the tender offers.

The offering of the 2017 Notes launched and priced on October 1 and settled on October 5. The tender offer for the 2013 Notes launched on September 14 and settled on October 5 and October 16. The tender offer for the 2015 Notes launched on September 14 and settled on October 5 and October 18.

NYX is a leading global operator of financial markets and provider of innovative trading technologies. NYX’s exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), NYX’s equities markets – the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca – represent one-third of the world’s equities trading, the most liquidity of any global exchange group. NYX also operates NYSE Liffe, one of the leading European derivatives businesses and the world’s second-largest derivatives business by value of trading. NYX offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. The Company is in the S&P 500 index.