New York Stock Exchange employees will receive a combined $50 million in restricted stock when the NYSE takes over electronic trading firm Archipelago Holdings Inc. and becomes a public company, exchange chief executive John A. Thain said Thursday.
Thain said the equity stake was part of his effort to remake the 213-year-old exchange from a not-for-profit institution into a competitive public enterprise.
"It will help change the culture," he said. "It's very important that employees be equity owners, not only to participate in the upside, but to change the culture to make them more profit-oriented, to make them more entrepreneurial."
Thain has said the deal, originally announced in April, will increase electronic trading and allow the exchange to offer a broader range of securities but that it will not result in the closing of the NYSE's historic lower Manhattan trading floor. The deal must be approved by two-thirds of the NYSE's 1,366 members, a group made up of individual traders and large Wall Street brokerage houses.
Thain made his comments at a news conference called to discuss the filing of deal terms with the Securities and Exchange Commission. The filing, called a proxy, will be reviewed by the SEC and probably will be revised before members vote on the deal, which Thain said would not happen until October or November at the earliest. Despite some vocal protests, the deal is expected to win approval.
Thain said he would not take any of the restricted shares to avoid the appearance that the Archipelago deal was motivated by self-interest. "By eliminating myself from this program, I was able to advocate [the deal] because I believe in it without it benefiting me personally," he said.
Thain also defended the terms of the deal, saying members are getting a fair price for their seats. NYSE members will get 70 percent of the value of the combined company, while Archipelago shareholders will get 30 percent. He said the terms were thoroughly reviewed by directors at both companies and by investment banks working for each side. The NYSE employees' shares would come out of those allotted to NYSE members.
Thain dismissed a lawsuit filed by NYSE member and former floor broker William Higgins, who claims NYSE seat holders are being shortchanged. Before the press conference Thursday, Higgins released the results of a study he commissioned to assess the value of the exchange. He said it found that seat holders should get up to 88 percent of the combined company. Thain said Higgins did not have access to necessary information to justify that conclusion.
"I find it more than a little unusual that there could be an independent valuation before they had any of the information," he said, referring to the 828-page proxy. "No one has any of the information that is in this document."
Thain also noted that under terms of the deal filed Thursday, exchange members will have a shorter "lock-up" period before they can sell their shares than was included in the original deal. The amended terms also allow seat holders to decide how much cash and how much stock they want as part of the deal.
Thain also responded to questions about the role of his former employer, investment bank Goldman Sachs & Co., in the Archipelago transaction. Goldman advised both sides on the deal and put the transaction together, an unusual arrangement. Goldman also was formerly Archipelago's largest shareholder and has long advocated an increase in electronic trading at the NYSE.
Thain said that everyone involved in the deal knew of Goldman's conflicts of interest and that the investment bank was not involved in determining the valuation of the combined company. Thain said that determination was made by investment banks Lazard Ltd. working for the NYSE and Greenhill & Co. working for Archipelago.
He said he was surprised at the outcry in April from NYSE members and other Wall Street firms claiming that Goldman arranged the deal for its own benefit. "The level of reaction specific to Goldman was higher than we might have thought," he said.