On behalf of IntercontinentalExchange (ICE), the undersigned hereby respectfully requests that the company’s registration statement on Form S-4 (File No. 333-186231), filed on January 25, including exhibits, be withdrawn from registration with the SEC pursuant to Rule 477 of the Securities Act of 1933, as amended. The Company and NYSE Euronext (NYX) have agreed in an amended and restated merger agreement, dated as of March 19, to revise the structure of their previously announced merger transaction to provide that the company will acquire NYSE Euronext under a newly formed holding company, IntercontinentalExchange Group to facilitate the implementation of the governance provisions that will be required to be put into effect in connection with the transaction. Pursuant to the amended and restated merger agreement, all outstanding shares of ICE common stock and certain outstanding shares of NYSE Euronext common stock will be converted into rights to receive shares of ICE Group common stock at the closing of the transaction. The company requests that the Commission consent to the withdrawal of the ICE Registration Statement since, under the revised merger structure, ICE will not be issuing securities in the proposed transaction. Instead, ICE Group will file a registration statement on S-4 to register the shares of ICE Group common stock to be issued in the transaction.
- Mergers, Acquisitions & Takeovers
- Investment & Company Information
- NYSE Euronext
- registration statement