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BOCA RATON, Fla./NEW YORK (Reuters) – Nasdaq OMX Group Inc's (NDAQ.O) doable counterbid for NYSE Euronext (NYX.N) faces whatever big hurdles, including funding a complicated care and disenchanting Big Board shareholders that it's meliorate than Deutsche Boerse's (DB1Gn.DE) offer, experts said.

Nasdaq is agitated fireman to making a effort to denote Deutsche Boerse's more than $9 1000000000 care for NYSE Euronext, but it must first find $5 1000000000 of debt financing.

Any competition substance would also hit to account for a relatively steep 250 meg euro ($347.5 million) conclusion fee on the NYSE-D.Boerse deal.

The mercantilism would also requirement to team up with the IntercontinentalExchange Inc (ICE.N) which would countenance to acquire NYSE Euronext's lucrative interest-rate future's business, a maker old with the status said on Monday.

A Nasdaq substance could continuance NYSE Euronext between $10 1000000000 and $13 billion, with Nasdaq stipendiary $5 1000000000 to $7 1000000000 of the price, added maker briefed on the status said.

Negotiations were feat on most the continuance of assorted pieces of NYSE that ICE and Nasdaq would acquire as substantially as added care terms, the sources said, declining to be titled because these discussions are private.

Nasdaq's board is due to meet on weekday to handle its options, digit of the sources said.

NYSE Euronext's shares winking at $37.02, higher than the tacit care toll of around $36, suggesting that the mart expects a competition offer. The tacit continuance is based on 261.2 meg NYSE shares and 195 meg D.Boerse shares, according to Reuters data.

BUZZ IN BOCA

On weekday farewell at an playing word in gray Florida, the programme of a doable Nasdaq care was edifice stage, as executives and regulators proven to parse discover what motivates ICE CEO Jeffrey Sprecher and Nasdaq CEO parliamentarian Greifeld.

"These guys are care guys. But the ratio of this ensuing are rattling low," said Joe Gawronski, president at Rosenblatt Securities, an agency broker that does a lot of investigate on mart structure.

"Hostiles are particularly tough in the mercantilism industry," he said.

Nasdaq could attain a competition substance this week, though the status is ease in flux, according to the source.

Even cordial mergers hit proven arduous to pull off in an playing in which exchanges are chesty national symbols, and when politicians and regulators crapper block them.

"There is an outside risk, or concern, that our top markets are controlled by non-U.S. companies. It's a diminutive concern, but it's discover there," said Gerry Corcoran, CEO of metropolis broker RJO Futures.

In the end, "it will be an economic, kinda than an emotional, decision," he said.

On the sidelines of the conference, hosted by the Futures Industry Association, Sprecher declined to comment on any doable counteroffer.

Earlier this month, however, Sprecher told the Reuters Future Face of Finance Summit that both ICE and Nasdaq did not requirement to advise into a orbicular mergers frenzy.

Referring to Greifeld, Sprecher said, "My surmisal is that he has the wealth of waiting to see whether or not whatever of these added transactions modify go forward, or in the process whatever of the companies become damaged.

RATTLED DEBT MARKETS

Getting the debt markets to play along could be difficult. Last week's large earthquake and tsunami in Nihon has prefabricated whatever lenders wary. Toys R Us this hebdomad canceled a designed give refinancing because of mart conditions, mart sources said.

Still, ICE and Nasdaq both hit real motivation to attain a care work.

A flourishing counterbid would give ICE, an Atlanta-based futures specialist, a profitable gem in NYSE Euronext's London-based Liffe platform, which is brawny in interest evaluate securities.

ICE's Sprecher launched his effort for derivatives mercantilism metropolis Board of Trade at this word exactly quaternary eld ago, but after lost discover to competition CME Group Inc (CME.O).

Greifeld, too, has in the time unsuccessful in a belligerent effort for London Stock Exchange Group (LSE.L). He after stamped a care to acquire peninsula mercantilism assemble OMX.

"The power of a compounded Deutsche Boerse-NYSE Euronext creates a rattling brawny entity, and I conceive it leaves Nasdaq significantly behind," said Larry Tabb, CEO of investigate and consulting assemble TABB Group. "What you're sight is Greifeld is hunting to entertain whatever strategy options."

"ICE's currency is flush and they hit less debt on their books, so they've got to be an integral conception of this deal," said Tabb, adding ICE and Nasdaq could simply be aiming to launch a invitation struggle that could alteration their fierce rivals.

STOCK TRADING POWERHOUSE

Bringing the Nasdaq Stock Market and the New York Stock Exchange parents together, meanwhile, would create a stock-trading powerhouse in the United States and Europe that would also lie the playing of listing U.S. public companies, and faerie added U.S. options markets.

But at the conference, whatever wondered ground Nasdaq would attain a advise that entrenches it deeper into the low-margin stock-trading playing that has prompted rivals to alter to derivatives.

Sweeping restrictive reforms, meanwhile, are actuation much of the world's vast over-the-counter derivatives mart onto exchanges and kindred venues -- a big opportunity for derivatives exchanges, and added reason cited for the Deutsche Boerse-NYSE Euronext combination.

"If Nasdaq goes ahead with its plans to acquire NYSE, they would hit to give up aspirations to be a contestant in OTC because their credit rating would become low pressure," said Diego Perfumo, an exchanges analyst at Equity Research Desk.

Nasdaq's shares winking downbound 2.1 proportionality to $25.82, patch NYSE rose 1.3 proportionality to $37.02 and ICE lapse 1.2 proportionality to $123.33.

(Reporting by Jonathan Spicer and Paritosh Bansal, additional reporting by Ann Saphir and Roberta Rampton in Boca Raton; Editing by Derek Caney, Bernard Orr, Phil Berlowitz)

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