SEC Comment Letter for CME GROUP INC. (CME) (CIK 0001156375) (CME) — Feb 22, 2007
CME GROUP INC. (CME) (CIK 0001156375)
Date: Feb. 22, 2007 · CIK: 0001156375 · Accession: 0000000000-07-009557
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-139538
Referenced dates: February 15, 2007
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 By U.S. Mail and facsimile to (312) 407-8522 Kathleen M. Cronin Managing Director, General Couns el and Corporate Secretary Chicago Mercantile Exchange Holdings Inc. 20 South Wacker Drive Chicago, Illinois 60606
Re: Chicago Mercantile Exchange Holdings Inc. Amendment No. 2 to Registrati on Statement on Form S-4 Filed February 20, 2007 File No. 333-139538
Dear Ms. Cronin:
We have reviewed your filings and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Exhibits
1. We note your response to comment 12 of our letter dated February 15, 2007. Please note that counsel mu st opine on the tax conseque nces of the transaction, not the manner in which they are described in the prospectus. In this respect, we note the language on page 129 that it is a condition that you receive an opinion of counsel . . . substantially to the effect that the merger will be treated as a reorganization and that Skadden Arps has delivered an opinion to CME Holdings, and Mayer Brown has delivered an opinion to CBOT Holdings, to the effect that the merger will be treated as a reorga nization. Please revi se the prospectus disclosure U.S. Federal Income Tax Conse quences of the Merger to delete this language and to state clearly what counsels’ opinions are, i.e. that the transaction will be treated as a reorganization, or alternatively submit revised tax opinions directly opining on each material consequence of the merger to the parties and their shareholders.
Kathleen M. Cronin Chicago Mercantile Exch ange Holdings Inc. February 22, 2007 Page 2 You may contact Bret Johns on, Staff Accountant, at (202) 551-3753 or Jennifer Thompson, Senior Staff Accountant, at (202) 551-3737 if you have questions regarding comments on the financial statements and related matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer R. Hardy
Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
February 22, 2007
Mail Stop 7010
By U.S. Mail and facsimile to (312) 407-8522
Kathleen M. Cronin
Managing Director, General Couns el and Corporate Secretary
Chicago Mercantile Exchange Holdings Inc.
20 South Wacker Drive
Chicago, Illinois 60606
Re: Chicago Mercantile Exchange Holdings Inc.
Amendment No. 2 to Registrati on Statement on Form S-4
Filed February 20, 2007
File No. 333-139538
Dear Ms. Cronin:
We have reviewed your filings and have the following comments. We welcome
any questions you may have about our comments or any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this letter.
Exhibits
1. We note your response to comment 12 of our letter dated February 15, 2007.
Please note that counsel mu st opine on the tax conseque nces of the transaction,
not the manner in which they are described in the prospectus. In this respect, we
note the language on page 129 that it is a condition that you receive an opinion of
counsel . . . substantially to the effect that the merger will be treated as a
reorganization and that Skadden Arps has delivered an opinion to CME Holdings,
and Mayer Brown has delivered an opinion to CBOT Holdings, to the effect that
the merger will be treated as a reorga nization. Please revi se the prospectus
disclosure U.S. Federal Income Tax Conse quences of the Merger to delete this
language and to state clearly what counsels’ opinions are, i.e. that the transaction
will be treated as a reorganization, or alternatively submit revised tax opinions
directly opining on each material consequence of the merger to the parties and their shareholders.
Kathleen M. Cronin
Chicago Mercantile Exch ange Holdings Inc.
February 22, 2007 Page 2
You may contact Bret Johns on, Staff Accountant, at (202) 551-3753 or Jennifer
Thompson, Senior Staff Accountant, at (202) 551-3737 if you have questions regarding
comments on the financial statements and related matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer R. Hardy
Branch Chief
cc: Rodd M. Schreiber
Susan S. Hassan
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606