Filed Pursuant to Rule 433
Free Writing Prospectus
Registration Statement No. 333-208334
Pricing Term Sheet
Term Sheet
(To preliminary prospectus supplement dated June 14, 2018
and prospectus dated December 4, 2015)
$500,000,000
3.750% Notes due 2028
| Issuer: | CME Group Inc. | |
| Security Type: | SEC Registered Senior Unsecured Notes | |
| Trade Date: | June 14, 2018 | |
| Settlement Date: | June 21, 2018 (T+5) | |
| Principal Amount: | $500,000,000 | |
| Maturity: | June 15, 2028 | |
| Interest Rate Per Annum: | 3.750% | |
| Interest Payment Dates: | Semiannually, on June 15 and December 15 of each year | |
| First Interest Payment Date: | December 15, 2018 | |
| Optional Redemption: | Make-whole redemption at any time prior to March 15, 2028 at a discount rate of Treasury plus 15 bps. Redemption at par at any time commencing on March 15, 2028. | |
| Public Offering Price: | 99.984% | |
| Proceeds to CME Group Inc. (before estimated expenses, after underwriting discount): |
$496,670,000 | |
| Treasury Benchmark: | 2.875% due May 15, 2028 | |
| Treasury Benchmark Price and Yield: | 99-11/2.952% | |
| Re-offer Spread vs. Treasury: | 80 bps | |
| Yield to Maturity: | 3.752% | |
| Mandatory Offer to Repurchase Notes: | In the event of a “Change of Control Triggering Event” (as defined in the preliminary prospectus supplement) at 101% of the principal amount, plus accrued and unpaid interest | |
| Special Acquisition Redemption: | In the event that (i) the NEX Acquisition (as defined in the preliminary prospectus supplement) is not consummated on or before 11:59 p.m. (New York City time) on June 30, 2019 or (ii) the NEX Acquisition is withdrawn, terminated or lapses in accordance with its terms, at 101% of the principal amount, plus accrued and unpaid interest | |
| Day Count: | 30/360 | |
| Payment Business Days: | New York | |
| Payment Convention: | Following, Unadjusted | |
| Minimum Denomination / Multiples: | $2,000 / $1,000 | |
| CUSIP / ISIN: | 12572QAJ4 / US12572QAJ40 | |
| Ratings*: | Aa3 / AA- | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Lloyds Securities Inc. MUFG Securities Americas Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | Loop Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. The Williams Capital Group, L.P. Penserra Securities LLC | |
$700,000,000
4.150% Notes due 2048
| Issuer: | CME Group Inc. | |
| Security Type: | SEC Registered Senior Unsecured Notes | |
| Trade Date: | June 14, 2018 | |
| Settlement Date: | June 21, 2018 (T+5) | |
| Principal Amount: | $700,000,000 | |
| Maturity: | June 15, 2048 | |
| Interest Rate Per Annum: | 4.150% | |
| Interest Payment Dates: | Semiannually, on June 15 and December 15 of each year | |
| First Interest Payment Date: | December 15, 2018 | |
| Optional Redemption: | Make-whole redemption at any time prior to December 15, 2047 at a discount rate of Treasury plus 20 bps. Redemption at par at any time commencing on December 15, 2047. | |
| Public Offering Price: | 99.541% | |
| Proceeds to CME Group Inc. (before estimated expenses, after underwriting discount): |
$690,662,000 | |
| Treasury Benchmark: | 3.000% due February 15, 2048 | |
| Treasury Benchmark Price and Yield: | 98-16/3.077% | |
| Re-offer Spread vs. Treasury: | 110 bps | |
| Yield to Maturity: | 4.177% | |
| Mandatory Offer to Repurchase Notes: | In the event of a “Change of Control Triggering Event” (as defined in the preliminary prospectus supplement) at 101% of the principal amount, plus accrued and unpaid interest | |
| Special Acquisition Redemption: | In the event that (i) the NEX Acquisition (as defined in the preliminary prospectus supplement) is not consummated on or before 11:59 p.m. (New York City time) on June 30, 2019 or (ii) the NEX Acquisition is withdrawn, terminated or lapses in accordance with its terms, at 101% of the principal amount, plus accrued and unpaid interest | |
| Day Count: | 30/360 | |
| Payment Business Days: | New York | |
| Payment Convention: | Following, Unadjusted | |
| Minimum Denomination / Multiples: | $2,000 / $1,000 | |
| CUSIP / ISIN: | 12572QAH8/ US12572QAH83 | |
| Ratings*: | Aa3 / AA- | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Lloyds Securities Inc. MUFG Securities Americas Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | Loop Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. The Williams Capital Group, L.P. Penserra Securities LLC | |
*NOTE: A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at (212) 834-4533 or by calling Barclays Capital Inc. toll free at 1-888-603-5847 or by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
This communication should be read in conjunction with the preliminary prospectus supplement dated June 14, 2018 and the accompanying prospectus dated December 4, 2015.