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U.S. Securities and Exchange Commission

Securities Act of 1934
Rule 13e-4(f)(3)

May 10, 2010

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance


CBOE Holdings, Inc. Request for No-Action Relief under Rule 13e-4(f)(3)

Dear Mr. McCarthy,

We are responding to your letter dated May 10, 2010 addressed to Nicholas P. Panos, as supplemented by telephone conversations with the Division of Corporation Finance staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the Division staff will not recommend that the Commission take enforcement action under Rule 13e-4(f)(3) of the Securities Exchange Act of 1934 ("Exchange Act") if CBOE Holdings, Inc., conducts the issuer tender offers in the manner described in your letter. We considered the following facts, among others, in granting the no-action request:

  • The characteristics of the security holder base holding the classes of securities that are the subject of the offers;

  • The lack of a public market for the subject classes of securities;

  • The same specified guaranteed percentage of securities will be sought from each security holder;

  • The Company will be able to verify the identity of each security holder and reliably determine the number of shares owned by each security holder;

  • To the extent an offer is oversubscribed, but some security holders have tendered less than their guaranteed percentage, the Company will purchase additional shares from all other security holders that tender more than their guaranteed percentage on a pro rata basis in accordance with Rule 13e-4(f)(3); and

  • The offers are structured to treat all security holders of the subject classes in an identical manner inasmuch as each security holder is given the same opportunity to tender the same percentage of his or her shares and each is assured that a certain percentage of his or her shares will be purchased in the tender offers.

The foregoing no-action position is based solely on your representations and the facts presented in your letter dated May 10, 2010, as supplemented by telephone conversations with the Division staff. Any different facts or circumstances may require a different conclusion. The proposed transactions should be discontinued, pending further consultations with the Division staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the Company. This response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed offers.


Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/11/2010