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ANALYSIS: THE HISTORIC MERC-BOARD OF TRADE DEAL

With the battle won, new rivals lining up

NYSE looking to flex its muscles

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By David Greising
Tribune chief business correspondent

July 10, 2007

They did it the Chicago way, two burly exchanges represented by two old-time pit traders, hustling and muscling their way into a cutthroat new world where electrons and algorithms are more important to success than hoarse voices or flashy trading jackets.

The Chicago Mercantile Exchange won the monthslong battle to acquire the Chicago Board of Trade, the world's oldest futures exchange, in an $11.8 billion deal. The Merc's last offer ended a see-you, then-raise-you bidding war with the IntercontinentalExchange, a 7-year-old, all-electronic market based in Atlanta.

"I was told it was going to be a game of Texas Hold 'Em," said Charlie Carey, a third-generation pit trader who brought the Board of Trade into a merger pact with the Merc in October. As the CBOT's chairman, Carey stuck with the deal, riding out months of loud objections from CBOT members, all the way to the end.

"Everybody around here was holding back, waiting to see if the ICE or the Merc would improve their offer," he said.

The Merc did just that. At 2 a.m. Friday, after meeting for four hours, the Merc's board boosted its offer by 7 percent. With the bid up $3 billion from the price the Merc first offered, CBOT shareholders Monday finally approved the deal.

Carey and his counterpart at the Merc, Executive Chairman Terrence Duffy, have earned a moment of elation. But just a moment. Because the world is changing fast, and competitors are charging hard.

First up: The New York Stock Exchange.

For generations, the NYSE was content to watch the Chicago exchanges build a tidy business trading contracts on corn and soybeans, live cattle and frozen pork bellies. When Chicago moved into financial futures in the 1970s and 1980s, trading Treasury bonds, stock indexes, currencies and eurobonds, New York didn't like it but didn't do much about it.

But now, with financial markets converging and all players eyeing the same turf, the combined Merc and CBOT is a potential rival, one the NYSE can't afford to ignore. It wants in on their turf, and as all exchanges look to expand, their eyes wander into the same places.

Ever since the NYSE converted from a private club to a publicly traded company in 2006, it has been on the prowl for market share and market power. Its big deal earlier this year, acquiring Euronext NV for $13 billion, besting Germany's aggressive Deutsche Bourse to boot, was its first major foray into exchange-traded derivatives.

Overnight, the NYSE had taken its long history in securities trading and tacked on a major presence in derivatives in the form of LIFFE. That London-based exchange trades futures and options on everything from stocks to financial instruments to agricultural commodities.

Thanks to the Euronext deal, derivatives account for 22 percent of the revenue of the newly anointed NYSE Euronext. And the New York giant is motivated to grow that business, thanks to the rich 54 percent profit it earns on derivatives.

NYSE Chief Executive John Thain has made it clear he does not plan to cede the futures arena to the pit traders of Chicago. He plans to grow market share with a quick strike.

"It's very difficult to compete head to head in existing contracts, so I think if we're going to develop a bigger presence in the U.S. in the areas that are currently in existence, I think it has to be by acquisition," Thain said at an analyst briefing last month.

Talk has run rampant that Thain might acquire the New York Mercantile Exchange. That exchange's strength in energy contracts would be attractive at a time of $70-a-barrel oil. Now that ICE's Board of Trade foray is over, Thain might bid for ICE itself, where an impressive stable of smaller exchanges around the world might appeal to Thain's global thinking.

Still, NYSE Euronext faces an uphill battle in exchange-traded contracts.

"Thain realizes how tough it is to go after the big, exchange-traded contracts," said William Blair & Co. analyst Mark Lane. "To just look at the areas where the CME and the CBOT don't have products, it's pretty much just the crumbs."

The upshot of all this is that the competition between Chicago and New York likely will veer in different directions. For starters, the combined Merc-CBOT might consider bidding for the Chicago Board Options Exchange, a move that would give a burgeoning Chicago markets complex a strong footprint in a fast-growing and profitable sector.

Duffy on Monday declined to comment on any potential CBOE hookup.

Ultimately, leaders at the NYSE, the Merc and the CBOT all realize that one of the ultimate battlegrounds might be in an area of highly technical but hugely lucrative trading called swaps.

Big financial institutions and corporations seek to guard against changes in the direction of interest rates, exchange rates or other financial risks by entering into complex financial contracts. In essence, they "swap" the risk they have with an institution that has an opposite risk profile. The numbers are so big that the swaps market is estimated to be valued beyond $300 trillion in notional value.

By their nature, swaps contracts are custom fit to the needs of the institutions that trade them. And the private firms and investment banks that set up the swaps jealously guard their highly lucrative footholds. Indeed, some Chicago exchange leaders believed that New York banks supported the ICE bid in part to prevent Chicago from competing in the swaps arena.

More and more, exchanges such as the Board of Trade and Merc have argued that some so-called plain-vanilla swaps could be listed on exchanges. Customers would be attracted to the exchanges' ability to clear trades, eliminating the considerable risk that the other side of a swaps contract might not meet all its obligations.

"Everybody is looking at swaps longingly," said Gilbert Bassett, director of the International Center for Futures and Derivatives at the University of Illinois at Chicago. "They want to get a piece of that business onto the exchanges."

Potentially, swaps could mean hundreds of millions of dollars in new revenue for exchanges. But for now, the business is quite small. Last month, the Merc and CBOT both introduced exchange-traded swaps-like contracts, but have yet to report their first trades. The NYSE hasn't introduced a contract yet.

For the CBOT's Carey, the potential in swaps is part of a bigger picture that made sense for his exchange.

"We've cemented Chicago's position as the derivatives capital of the world," Carey said. "With the cost of technology, the cost of a global network, the cost of distributing your products, you've got to have scale."

Carey grew up trading in Chicago's grain pits. Today, the future of the markets is found in fancy mathematical algorithms and lightning-fast computing power.

The Merc's Duffy knows things will move quickly from here on out. He seems glad to be moving to the next phase after a deal that took nearly 10 months to play out.

The end game was particularly rough. After raising the Merc's bid, Duffy spent an anxious weekend waiting to see if ICE would try to top it. Between attending Friday's Police concert at Wrigley Field, a round of golf with friends Saturday and time with his twin children Sunday, Duffy recalled, he twitched every time the phone rang.

"This has been a very anxiety-ridden process we've been going through," Duffy said Monday. "It has taken its toll on a lot of us."

Duffy's cell phone rang almost the moment those words came from his mouth. On the other line was one of the deal's biggest fans: Mayor Richard M. Daley.

"It's been a long road," Duffy told Daley. "It's huge for Chicago, and your support helped solidify it for us."

Now it is up to Carey, Duffy and the other leaders make certain the deal solidifies Chicago's position in the fast-changing world of global finance.

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Consolidating futures

2000

Exchanges in Amsterdam, Brussels and Paris merge to form Euronext.

2001

Atlanta-based IntercontinentalExchange buys London's International Petroleum Exchange.

2002 Euronext acquires the London Financial Futures Exchange and the Portugal-based exchange Bolsa de Valores de Lisbon e Porto.

2003

Stockholm Stock Exchange owner OM merges with the Helsinki Exchange to form the OMX group.

2004

Eurex acquires U.S.-based Brokertec Futures and creates Eurex U.S. in Chicago

2006

IntercontinentalExchange purchases 8 percent of India's National Commodity and Derivatives Exchange.

2007

April: The New York Stock Exchange parent buys Euronext

April: Deutsche Boerse offers to buy the New York-based International Securities Exchange.

May: Nasdaq parent buys OMX.

June: Borsa Italiana and the London Stock Exchange agree to merge

Monday: Chicago Board of Trade shareholders approve merger with the Chicago Mercantile Exchange.

Source: Futures Industry Association, news reports Chicago Tribune

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dgreising@tribune.com

In the Web edition: Tribune senior correspondent Greg Burns analyzes the merger of the two exchanges in a video report at chicagotribune.com/marketsmerger.

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