Will Contribute Complementary S&P Indices and Dow Jones Indexes Businesses into Joint Venture
S&P/Dow Jones Indices will be a Leading Global Index Company Providing New Products to Clients and Generating Growth for Shareholders of Both Companies
New York and Chicago, November 4, 2011 –McGraw-Hill (NYSE: MHP), one of the world's foremost financial information companies and owner of S&P Indices, and CME Group (NASDAQ: CME), the world’s leading and most diverse derivatives marketplace and 90-percent owner of the CME Group/Dow Jones joint venture that owns Dow Jones Indexes, announced today an agreement to establish a new joint venture in the rapidly growing index business. Under the terms of the agreement, which has been approved by the Boards of both companies, McGraw-Hill will contribute its S&P Indices business and the CME Group /Dow Jones joint venture will contribute the Dow Jones Indexes business to create S&P/Dow Jones Indices, a global leader in index services with annual revenue of more than $400 million. Approximately $6 trillion in assets are benchmarked against these leading indices.
McGraw-Hill will own 73 percent of S&P/Dow Jones Indices, CME Group will own 24.4 percent through its affiliates, and Dow Jones will own 2.6 percent. S&P/Dow Jones Indices is expected to be operational in the first half of 2012, subject to regulatory approval and customary closing conditions. The new company will become part of the new McGraw-Hill Markets company following the separation of McGraw-Hill into two public companies, as announced on September 12, 2011.
As part of the new joint venture, S&P/Dow Jones Indices will enter into a new license agreement whereby CME Group will pay S&P Indices a share of the profits of CME Group’s equity product complex, which is their trading and clearing business for futures, swaps and options on futures. In addition, the new license agreement expands the products covered under the license to include swaps and extends CME Group’s existing exclusive rights (currently in place through December 31, 2017) to the E-mini and other S&P indexed futures.
Harold McGraw III, chairman, president and chief executive officer of McGraw-Hill, said, “This joint venture expands our dynamic index business and accelerates the growth of the new McGraw-Hill Markets company. By combining our unique and complementary strengths, we are creating a leading global index provider with the breadth and depth to provide both retail and institutional investors with the cutting-edge products and services they need to make sound investment decisions in today’s complex markets. In addition, McGraw-Hill Markets will benefit from the new license agreement that changes S&P’s Indices’ relationship with CME Group from a transactional fee-per-trade model to a partnership in which S&P Indices participates in the profits of CME Group’s overall equity product complex.”
Terry Duffy, CME Group executive chairman, said, “This new joint venture reflects CME Group’s continued commitment to creating trading opportunities for our global customer base. Through the new JV company, we look forward to developing leading risk-management solutions in equity indexes and across other asset classes, as well as diversifying our revenue streams, thereby creating value for our shareholders and customers in both institutional and retail client segments.”
Craig Donohue, CME Group chief executive officer, said, “As part of our global growth strategy, CME Group has continued to expand our index services business, both through our own index futures and options products as well as through new product development at our Dow Jones Indexes subsidiary. The expanded partnership announced today not only creates a leading index services provider that will benefit our customers and shareholders, but also will deliver new opportunities for innovation, including a long-term, ownership-based exclusive global license for CME Group to use the S&P 500® for futures and options on futures products going forward.”
The transaction is expected to be immediately accretive to McGraw-Hill’s earnings and S&P/Dow Jones Indices is expected to drive profit growth by:
- Increasing revenue through international and asset-class expansion, new product development, enhanced market data offerings and increased cross-selling opportunities
- Achieving cost savings and accelerating time to market by leveraging technology, data procurement, other back office functions and McGraw-Hill Markets’ infrastructure
- Reducing capital requirements and generating free cash flow for parent companies.
Alexander Matturri, executive managing director of S&P Indices, will be chief executive officer of S&P/Dow Jones Indices and Lou Eccleston, president of McGraw-Hill Financial, will chair the company’s seven-member Board that will include five directors designated by McGraw-Hill and two by CME Group.
Matturri said, “Those who rely on indices worldwide – from product issuers to exchanges to investors – will benefit from a deeper lineup of indices as well as a business model focused on innovation, performance and impact. Combining S&P Indices’ institutional strength with CME Group’s global exchange partnerships and Dow Jones Indexes’ retail focus will optimize our ability to respond to the changing global environment with increased speed and efficiency. Just as important, the structure of the joint venture is flexible enough to allow us to maintain our existing exchange relationships and work with other potential partners that could bring additional capabilities to the new company.”
All current indices will retain their brand names (S&P or Dow Jones). The S&P 500 and the Dow Jones Industrial Average® will continue to be separately maintained and licensed as the basis for a wide variety of funds and financial instruments. This transaction does not affect existing licensing agreements with other exchanges, nor does it preclude entering into future agreements with additional providers.
Other provisions of the agreement include:
- McGraw-Hill will acquire London-based Credit Market Analysis Ltd. (CMA), a leading source of independent data in the over-the-counter markets, from CME Group. This acquisition significantly expands McGraw-Hill’s asset-class coverage for data and pricing and adds the technology to move into intraday quotes on derivative and other OTC securities.
- A separate license agreement between Platts, a unit of McGraw-Hill, and CME Group/NYMEX will be extended.
McGraw-Hill was advised by BofA Merrill Lynch, Goldman Sachs and Deutsche Bank. Barclays Capital acted as exclusive financial advisor to CME Group.