Shearman and Slaughters advise ICE on £6.79bn takeover of NYSE Euronext

Shearman and Sterling is among a raft of firms to advise Intercontinental Exchange (ICE) on its $11bn (£6.79bn) takeover of NYSE Euronext.

The deal makes the 14-year old ICE group the third-largest exchange operator in the world by market value. It also puts it in control of the New York Stock Exchange (NYSE), as well as those in Paris, Amsterdam, Lisbon and Brussels.

In its latest form, ICE consists of 17 exchanges and six clearing houses in eight countries. 

The exchange intends to spin-off Euronext – owner of the Paris and Amsterdam stock exchanges – in an IPO scheduled for summer 2014. However, it will keep City-based European derivatives business London International Financial Futures and Options Exchange (Liffe). 

The deal was pushed back by over a year due to delays in approval from European regulatory agencies. 

Shearman & Sterling’s financial institutions advisory and financial regulatory head Barney Reynolds led on the deal for ICE, alongside counsel Azad Ali. Reynolds said: “They’re national treasures – every international exchange is very heavily regulated nationally. It’s a bit like buying a nuclear power station. It’s a delicate asset with a heavy political element.” 

The firm advised on European regulatory, antitrust, capital markets, tax, employment and other aspects of the transaction. 

Shearman was previously instructed by NASDAQ OMX in its joint bid, alongside ICE, for NYSE Euronext in 2011. However, the bid was withdrawn in a response to opposition from US antitrust litigators (20 December 2012). 

Sullivan & Cromwell also took a lead role for ICE, led by New York M&A partners John Evangelakos and Audra Cohen, assisted by a large team including London M&A partner Tim Emmerson. 

Loyens and Loeff advised on Dutch law aspects of the deal, and PLMJ on Portuguese law. 

Slaughter & May advised NYSE Euronext, led by corporate head Frances Murphy and corporate partner Padraig Cronin. Competition partner Claire Jeffs based in Brussels also played a role for the firm. 

US firm Wachtell, Lipton, Rosen & Katz and Benelux firm Stibbe also advised NYSE Euronext on the transaction. 

Background to this deal: 

Both ICE and NYSE Euronext agreed to the deal in December 2012, but it has taken almost a year for the transaction to overcome national regulatory and government hurdles. 

As reported last December, ICE’s longstanding advisors Shearman lost out on advising on the main corporate aspects of the deal after representing NASDAQ OMX on its failed joint bid with ICE to buy NYSE Euronext the previous year. 

Sullivan & Cromwell were instructed on M&A aspects of the latest deal, while Shearman played a key role on a raft of other aspects.