22. SUBSEQUENT EVENTS

Exercise of warrants by Time Warner

On April 25, 2018, Time Warner and TW Investor exercised their outstanding warrants to acquire 100,926,996 shares of Class A Common Stock at US$ 1.00 per share. We will use the proceeds from this transaction to repay a substantial portion of the principal amount outstanding of the 2018 Euro Term Loan (see Note 5, "Long-term Debt and Other Financing Arrangements").

In connection with the exercise of warrants to acquire 100,926,996 shares of Class A Common Stock, Time Warner and TW Investor issued standing proxies to the independent directors of the Company, pursuant to which they granted the right to vote these shares on all matters at general meetings of the Company other than a change of control. In accordance with the standing proxies, such shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such shares (see Part II, Item 5, Other Information).

Amendments to our debt obligations

On April 25, 2018, we entered into the Financing Transactions which modify certain terms of the 2019 Euro Term Loan, the 2021 Euro Term Loan, the 2021 Revolving Credit Facility and the Reimbursement Agreement. Pursuant to the Financing Transactions, the following information is effective from April 26, 2018:

2018 Euro Term Loan

The all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan will be 3.75% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement).

2019 Euro Term Loan

Pursuant to the Financing Transactions, the maturity date of the 2019 Euro Term Loan has been extended to November 1, 2021. The all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan will be 3.75% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement).

2021 Euro Term Loan

Pursuant to the Financing Transactions, the maturity date of the 2021 Euro Term Loan has been extended to April 26, 2023. The all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan will be 4.25% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement).

2021 Revolving Credit Facility

Pursuant to the Financing Transactions, the amount available to us under the 2021 Revolving Credit Facility will increase to US$ 75.0 million and the maturity date has been extended to April 26, 2023. The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternate base rate ("ABR Loans" as defined in the 2021 Revolving Credit Facility Agreement) plus the spread applicable to ABR Loans based on our consolidated net leverage or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0%, plus the spread applicable to the Eurodollar Loans (as defined in the 2021 Revolving Credit Facility Agreement) based on our consolidated net leverage, with all amounts payable in cash. Pursuant to the Financing Transactions, the following spreads are applicable:



Consolidated Net Leverage				Alternate Base Rate Loans		Eurodollar Loans
≥	7.0x			5.25	%	6.25	%
<	7.0x	-	6.0x	4.25	%	5.25	%
<	6.0x	-	5.0x	3.50	%	4.50	%
<	5.0x	-	4.0x	3.00	%	4.00	%
<	4.0x	-	3.0x	2.50	%	3.50	%
<	3.0x			2.25	%	3.25	%

Hedging Activities

We will enter into interest-rate swaps corresponding to the outstanding principal amounts and maturity dates of the 2019 Euro Term Loan and the 2021 Euro Term Loan to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of these loans.

Guarantee Fees

Guarantee Fees paid to Time Warner are based on the amounts outstanding on each of the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below:



Consolidated Net Leverage				2018 Euro Term Loan		2019 Euro Term Loan		2021 Euro Term Loan
≥	7.0x			6.00	%	6.00	%	6.50	%
<	7.0x	-	6.0x	5.00	%	5.00	%	5.50	%
<	6.0x	-	5.0x	4.25	%	4.25	%	4.75	%
<	5.0x	-	4.0x	3.75	%	3.75	%	4.25	%
<	4.0x	-	3.0x	3.25	%	3.25	%	3.75	%
<	3.0x			3.25	%	3.25	%	3.50	%

The all-in rate remains subject to a further reduction of up to 50 basis points if CME’s total debt is reduced below EUR 815.0 million on or prior to September 30, 2018, subject to certain adjustments in respect of specified debt repayments, such that the Guarantee Fee cannot be less than 3.0%. Pursuant to the Financing Transactions, the Guarantee Fees must be paid in cash.

Covenants

Pursuant to the Financing Transactions, the number of maintenance covenants has been reduced and certain other covenants are less restrictive below specified total leverage thresholds.

Legal Proceedings

On April 26, 2018, the court of first instance in Bratislava ruled in favor of the claimant in respect of one promissory note having a face value of EUR 8.3 million (see Part II, Item I, "Legal Proceedings"). We plan to appeal this decision.