Cleary Gottlieb is representing long-time client Euronext in the reduction of its current stake in LCH.Clearnet. The parties reached an agreement in principle this week, with the reduction to occur, subject to the fulfillment of certain conditions and the negotiation of final documentation, later this year. The transaction is notable as it represents a further evolution in the fundamental architecture of the European securities markets in which Euronext has been a central participant.
Euronext’s investment in LCH.Clearnet consists of ordinary shares (representing 24.9% of LCH.Clearnet’s fully-diluted share capital) and redeemable, convertible preference shares (representing 16.6% of LCH.Clearnet’s fully-diluted share capital, which are currently redeemable under their terms in December 2008). The parties have agreed in principle for the early redemption of all of the RCPS and the repurchase of ordinary shares held by Euronext such that it would retain only a 5% shareholding post-repurchase. The RCPS would be redeemed at their redemption value of approximately €199M, plus accrued but unpaid dividends. The ordinary share repurchase would be based on a fully-diluted valuation of LCH.Clearnet’s share capital of €1.2bn, which was the valuation at the time of Euronext’s initial investment. Any transaction remains subject, among other things, to final agreement on detailed terms and, subsequently, to approval by LCH.Clearnet’s shareholders and to regulatory and other appropriate consents.
Cleary Gottlieb previously advised Euronext on the creation of LCH.Clearnet in 2003 via the merger of Clearnet and the London Clearing House. It has also advised Euronext on the 2002 acquisition of the London International Financial Futures and Options Exchange (LIFFE), the outsourcing of its IT platform in 2005 to a joint venture with Atos Origin, its proposed acquisition of the London Stock Exchange, and is currently advising it in connection with its merger with the New York Stock Exchange.