SEC Division of Corporation Finance no-action letter: CBOE Holdings, Inc.

David McCarthy
312~258~5653 dmccarthy@schiffhardin.com
May 10,2010
Division of Corporation Finance
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn: Nicholas P. Panos, Senior Special Counsel Ladies and Gentlemen:
We are writing on behalf of our client, CBOE Holdings, Inc. (the "Company"), in connection with two proposed issuer tender offers to be conducted after the consummation of an initial public offering of a class of common stock of the Company, such offers to be made for two other classes of common stock subject to transfer restrictions. The Company proposes to structure the offers such that each holder of shares of the two classes is guaranteed that a certain percentage of that holder's shares of each class is purchased in the tender offers. Weare writing to request, on behalf of the Company, that the staff of the Securities and Exchange Commission confirm that it will not recommend that the Commission take enforcement action with respect to the offers pursuant to Ru Ie 13e-4(f)(3). Background of the Transactions The Company is currently a wholly owned subsidiary of Chicago Board Options Exchange, Incorporated, a Delaware membership corporation ("CBOE"). CBOE is in the process of demutualizing from a Delaware membership eorporation into a Delaware stock corporation. As part of the demutualization, CBOE will become a wholly owned subsidiary of the Company, which will issue shares of its Class A Common Stock (the "Class A Shares") to its current members. In addition, at the time of the demutualization, the Company will also issue shares of its Class B Common Stock (the "Class B Shares") to the class members of a Delaware class action lawsuit brought on behalf of a class of individuals claiming that they were, or had the right to become, members of CBOE. The issuance of the Class A Shares will be registered under the Securities Act of 1933 on a Registration Statement on Form S-4 (No 333-140574). The issuance of the Class B Shares will be exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(I 0) thereunder as a result of the fact that the Class B Shares will be issued pursuant to a judicially approved class action settlement. CHICAGO I WASHINGTON I NEW YORK I LAKE FOREST I ATLANTA I SAN FRANCISCO I BOSTON