What is the main purpose of this 8-K/A filing?

This amendment provides the necessary financial statements and pro forma information for the acquisition of Instinet Group Incorporated and the subsequent sale of its Institutional Brokerage division, as required by SEC regulations.

What was the total cost of the Instinet acquisition for Nasdaq?

The aggregate purchase price for Instinet was approximately $1.878 billion. Nasdaq paid approximately $934.5 million in cash, and Silver Lake Partners contributed approximately $207.5 million related to the sale of the Institutional Brokerage division.

How does the pro forma financial information help investors?

The pro forma financial information presents the combined financial results and position of Nasdaq, Instinet (now Norway Acquisition Corp.), and Toll Associates LLC as if the acquisitions had occurred at an earlier date (January 1, 2004, for income statements). This allows investors to better assess the potential impact and scale of the combined entity, including the effects of the acquisitions on revenues, expenses, and assets like goodwill and intangible assets.

Were there any significant assets recorded due to the acquisition?

Yes, the acquisition of Instinet resulted in the recording of significant goodwill ($799.1 million) and identifiable intangible assets ($172.9 million) on Nasdaq's pro forma balance sheet, reflecting the premium paid over the fair value of net identifiable assets acquired.

NDAQ 8-K SEC Disclosure

Summary

This filing is an amendment (8-K/A) to a previous report and provides updated financial disclosures related to Nasdaq's acquisition of Instinet Group Incorporated and the subsequent sale of Instinet's Institutional Brokerage division. The primary purpose is to present audited and unaudited financial statements for Instinet and pro forma financial information reflecting the impact of these transactions. Investors should note that the pro forma statements combine historical financial data of Nasdaq, Instinet (now Norway Acquisition Corp.), and Toll Associates LLC (owner of the Brut ECN), as if the acquisitions had occurred on January 1, 2004. This allows for a clearer understanding of the combined entity's financial position and operating results, including significant goodwill and intangible assets generated from the acquisitions. The acquisition of Instinet involved a total purchase price of approximately $1.878 billion, with Nasdaq contributing $934.5 million in cash and Silver Lake Partners contributing $207.5 million towards the sale of the Institutional Brokerage division. The pro forma financial statements are crucial for understanding the potential impact of these significant strategic moves on Nasdaq's future financial performance.

Key Highlights

1Amendment to a previous 8-K filing to provide required financial statements and pro forma information for acquisitions.
2Nasdaq acquired Instinet Group Incorporated for approximately $1.878 billion in cash and other considerations.
3Simultaneously, Nasdaq sold Instinet's Institutional Brokerage division to an affiliate of Silver Lake Partners.
4The filing includes audited and unaudited financial statements for Instinet Group Incorporated.
5Unaudited pro forma condensed combined financial statements are presented for the nine months ended September 30, 2005, and the year ended December 31, 2004.
6The pro forma financial information illustrates the combined financial position and operating results as if the transactions occurred on January 1, 2004.
7Significant goodwill and intangible assets were recorded as a result of the Instinet acquisition.

NASDAQ, INC. 8-K/A Report, Exhibit Filing (Jan 27, 2006)

Summary

Key Highlights

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