Willkie Advises GFI Group in its $820 Million Sale to CME Group and a GFI Management Consortium

July 30, 2014

Firm represents GFI Group Inc. and a consortium of GFI Group management in strategic transactions with CME Group

On July 30, it was announced that Willkie client GFI Group Inc., a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, entered into definitive agreements with CME Group, the world’s leading and most diverse derivatives marketplace, to create value for their respective stockholders through a two-step transaction.  The total deal value is approximately $820 million including outstanding debt.  In the first step, CME Group will acquire the Trayport and FENICS subsidiaries of GFI Group by first acquiring all of the outstanding shares of GFI Group in exchange for $4.55 per share in CME Group Class A Common Stock.

Immediately following the acquisition of GFI Group, a private consortium of GFI Group management will acquire GFI Group’s wholesale brokerage and clearing businesses for $165 million in cash and the assumption, at closing, of approximately $63 million  of unvested deferred compensation and other liabilities. After completion of the transaction, the wholesale brokerage business, including the Kyte Group, will continue as a private company with its management and operations largely unchanged.

Willkie is acting as legal advisor to GFI Group and the GFI Group management consortium.  Based in New York, GFI Group employs over 2,000 people globally.  More than 2,500 institutional clients benefit from the company’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI Group’ brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS®, a market leader in FX options software.

CME Group exchanges offer the widest range of global benchmark products across all major asset classes, including futures and options based on interest rates, equity indexes, foreign exchange, energy, agricultural commodities, metals, weather and real estate.

The cross-border, multidisciplinary Willkie deal team was led by partner Jeffrey Poss and included partners Georgia Bullitt, Eugene Chang, Todd Cosenza, William Hiller, Michael Katz, Graham Lane, Tariq Mundiya, Christopher Peters, William Rooney, David Tayar and Adam Turteltaub; of counsel Martin Miller; special counsel Jonathan Konoff and Ajanaclair Lynch and associates Amir Ghavi, Jacob Kleinman, Iris Lichtman, James Markel, Geri Anne McEvoy,  Samantha Palmer, DJ Stauber and Agathe Richard.