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TMX Group completes acquisition of Trayport and sale of NGX to ICE

Fasken
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Overview

Client

TMX Group Limited

On December 14, 2017 TMX Group Limited (“TMX Group”) completed the acquisition of London-based Trayport Holdings Limited and its US-based affiliate Trayport Inc., a global  provider of technology solutions for energy traders, brokers and exchanges from Intercontinental Exchange, Inc. (“ICE”) for total consideration of C$931 million, including C$592 million in cash (the “Trayport Acquisition”).

TMX Group also completed the sale of Natural Gas Exchange Inc. (“NGX”) and Shorcan Energy Brokers Inc. (“Shorcan Energy”) to ICE, in conjunction with the Trayport Acquisition, at a combined value of C$339 million.  The sale of NGX and Shorcan Energy was used as partial consideration by TMX Group for the Trayport Acquisition.

Fasken played a leading role acting as counsel to TMX Group in connection with the financing arrangements relating to the Trayport Acquisition.  Fasken acted in relation to amending TMX Group’s existing credit agreement and in relation to a proposed fully committed credit facility.  As well, the Fasken team acted on the C$300 million private placement offering of senior unsecured debentures.  The debentures received an A (high) credit rating by DBRS, Inc. 

TMX Group's key subsidiaries operate cash and derivative markets and clearinghouses for multiple asset classes including equities and fixed income. Toronto Stock Exchange, TSX Venture Exchange, TSX Alpha Exchange, The Canadian Depository for Securities, Montréal Exchange, Canadian Derivatives Clearing Corporation, Trayport and other TMX Group companies provide listing markets, trading markets, clearing facilities, depository services, technology solutions, data products and other services to the global financial community. TMX Group is headquartered in Toronto and operates offices across North America (Montréal, Calgary, Vancouver and New York), as well as in key international markets including London, Beijing and Singapore.

Fasken advised TMX Group with a team led by  Jon Levin (Corporate/Securities) and John Elias (Finance) and including Alex Nikolic, David Steinhauer, Mariko Rivers, Laura Konkel (Corporate/Securities) and Mitch Thaw (Tax).

Team

  • Jon Levin, Partner, Toronto, ON, +1 416 865 4401, jlevin@fasken.com
  • John M. Elias, Partner, Toronto, ON, +1 416 868 3334, jelias@fasken.com
  • Alex Nikolic, Partner, Toronto, ON, +1 416 865 4420, anikolic@fasken.com