**ICE to acquire The Clearing Corporation as clearing initiative advances**
IntercontinentalExchange, Inc. (NYSE: ICE), a leading operator of global regulated futures exchanges and over-the-counter (OTC) markets, and The Clearing Corporation (TCC), today announced new agreements intended to advance their previously announced joint global clearing solution for Credit Default Swaps (CDS). Together with nine of the major global investment banks who are dealers in the CDS markets, ICE and TCC have entered into memorandums of understanding (MOUs) to develop a joint global clearing solution and to effect the acquisition of TCC by ICE.
Under the terms of the new agreements, ICE will acquire TCC and will form ICE US Trust (ICE Trust), a New York limited purpose trust company and subsidiary of ICE, with the support of Bank of America, Citi, Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Merrill Lynch, Morgan Stanley and UBS. As previously announced, ICE and TCC continue to work closely with regulators, other market participants and industry groups to develop a comprehensive central counterparty clearing solution for the CDS market. This customized solution is currently undergoing final testing in preparation for launch.
“ICE has been a long-time believer in the value that clearing brings to market participants, and we’ve demonstrated that belief by creating innovative clearing and risk management solutions in both the futures and the over-the-counter markets,” said ICE chairman and ceo Jeffrey C. Sprecher. “We have made a commitment to developing a market structure that reduces risk and increases transparency and capital efficiency in these important global markets, first through our acquisition of Creditex, and now through our planned acquisition of The Clearing Corporation. Both of these organizations have demonstrated strong dedication to the CDS community.”
“TCC has served as a credit intermediary in a broad range of markets since 1925, and the CDS market represents an excellent opportunity to apply our expertise,” said Kevin R. McClear, chief operating officer of TCC. “Our work over the last two years has laid a strong foundation for a market-based solution that will significantly reduce counterparty risk and is intended to address applicable regulatory requirements.”
The Boards of Directors of ICE and TCC have approved the MOUs, specific terms of which have not been disclosed at this time. The transaction is subject to the receipt of required government approvals. The parties will work toward receiving the necessary governmental approvals while working to execute definitive documents during the fourth quarter of 2008, by which time they expect to begin clearing CDS transactions through ICE Trust. Post-transaction TCC will continue to support its existing clearing customers.
J.P. Morgan was the financial advisor to ICE and Sandler O’Neill + Partners, L.P. was the financial advisor to TCC on the transaction. Legal advisors to ICE, TCC and certain shareholders of TCC were Shearman & Sterling LLP, Katten Muchin Rosenman LLP, and Crowell & Moring LLP, respectively.
This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, or otherwise acquire or subscribe for, any security.
