February 15, 2013

(Adds comments, background)

By Ann Saphir

Feb 14 CBOE Group Holdings Inc, which became a publicly held company in 2010 after years of effort, would consider going private again if doing so would benefit its shareholders, a top executive suggested on Thursday.

Private equity firm Carlyle Group recently approached Nasdaq OMX Group Inc about taking the exchange operator private, but the talks fell apart over a disagreement on price, sources familiar with the deal said on Monday.

While CBOE is in a "terrific spot" as a public company currently, CBOE Chief Operating Officer Edward Tilly said Thursday at a Credit Suisse financial services forum, "If valuations as a result of conversations with Carlyle lifts all boats, so be it ... We would have to entertain changes in our structure."

Tilly has been picked to succeed Bill Brodsky as chief executive of CBOE in May. Brodsky waged a years-long campaign to convert CBOE from a private club run by its members to a public company run for profit.

Going private "would not have been a logical exploratory change in governance and ownership structure" before news of Nasdaq's talks on going private hit the headlines, Tilly said. Going public allowed CBOE to streamline its governance and better compete in the crowded field of stock-options exchanges. "We are getting into a nice rhythm as a public company."

Now, however, with the Nasdaq-Carlyle talks putting privatization on the radar screen, "We still must act and are looking forward to acting in the best interest of our stockholders," Tilly said.

(Reporting by Ann Saphir; Editing by Gerald E. McCormick and Kenneth Barrye)

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