Summary
This 8-K filing from The Nasdaq Stock Market, Inc. (Nasdaq) announces the completion of its acquisition of Instinet Group Incorporated (Instinet) for approximately $1.878 billion in cash, effective December 8, 2005. The acquisition was funded through a combination of cash on hand, a credit facility, and prior issuances of convertible notes and warrants to private equity firms Silver Lake Partners and Hellman & Friedman. Concurrently with the merger, Nasdaq sold Instinet's Institutional Broker division to an affiliate of Silver Lake Partners for $207.5 million, mitigating some of the acquisition cost. The filing also details Nasdaq's entry into a new credit agreement providing up to $825.0 million in senior secured financing, of which $750.0 million was drawn to fund the transaction. This credit facility includes a revolving credit facility and a term loan facility, with interest rates tied to prime or Adjusted LIBO rates plus an applicable margin. The agreement contains customary covenants restricting Nasdaq's financial activities and requiring maintenance of specific financial ratios.
Key Highlights
- 1Nasdaq completed the acquisition of Instinet Group Incorporated for approximately $1.878 billion in cash.
- 2The acquisition was funded through a mix of cash, a new $825 million credit facility, and prior equity financings.
- 3Nasdaq simultaneously sold Instinet's Institutional Broker division to an affiliate of Silver Lake Partners for $207.5 million.
- 4The merger results in Nasdaq owning INET ECN.
- 5Nasdaq entered into a new $825 million senior secured credit agreement, drawing $750 million immediately.
- 6The credit agreement includes a $75 million revolving credit facility and a $750 million term loan facility.
- 7The filing details various transition and support agreements related to the sale of the Institutional Broker division to ensure operational continuity.