8-KMaterial AgreementsFinancial EventsOther Events+1

NASDAQ, INC. 8-K Report, Material Agreement (May 24, 2006)

Filed May 24, 2006For Securities:NDAQ

Summary

On May 19, 2006, The Nasdaq Stock Market, Inc. (Nasdaq) amended and restated its credit facility with Bank of America, N.A. (BOA Credit Facility). These amendments, while largely keeping the existing structure, introduce several key improvements for Nasdaq, including lower applicable interest margins and an increased allowance for Permitted Acquisitions. The total senior secured financing available under the facility remains substantial at $1.2598 billion, comprising a revolving credit facility, a senior term loan facility, and a secured term loan facility. Notably, the amount borrowed under the term loan was reduced by $665.2 million to $434.8 million, reflecting a prepayment using proceeds from Nasdaq's April 2006 equity offering. In parallel, on May 18 and May 19, 2006, Nasdaq significantly increased its stake in the London Stock Exchange (LSE) by acquiring an additional 2,219,250 shares. This bolstered Nasdaq's total ownership in LSE to 54,225,405 shares, representing 25.1% of the issued share capital. These actions suggest Nasdaq is actively managing its debt structure while strategically increasing its investment in key international exchange assets.

Key Highlights

  • 1Nasdaq amended and restated its credit facility, the BOA Credit Facility, on May 19, 2006.
  • 2The BOA Credit Facility provides up to $1.2598 billion in senior secured financing.
  • 3Amendments include lower interest margins and increased allowance for Permitted Acquisitions.
  • 4The amount borrowed under the term loan was reduced by $665.2 million to $434.8 million, utilizing proceeds from a recent equity offering.
  • 5Nasdaq acquired additional shares in the London Stock Exchange (LSE) on May 18-19, 2006.
  • 6Nasdaq's LSE holding increased to 25.1% of issued share capital (54,225,405 shares) following these acquisitions.
  • 7The credit facility is secured by substantially all of Nasdaq's assets, with domestic subsidiaries acting as guarantors (excluding regulated broker-dealers).

Frequently Asked Questions

The amendments to the BOA Credit Facility include lower applicable interest margins, an increased allowance for Permitted Acquisitions, an adjustment to the interest expense coverage ratio calculation, and the elimination of a prepayment trigger related to London Stock Exchange Group plc shares. The total credit available remains at $1.2598 billion, but the drawn term loan amount was reduced significantly.

Nasdaq acquired an additional 2,219,250 shares in the LSE on May 18-19, 2006, bringing its total ownership to 54,225,405 shares, which constitutes 25.1% of the LSE's issued share capital.

The BOA Credit Facility provides for up to $1.2598 billion in senior secured financing. This includes a $75 million revolving credit facility, a $750 million senior term loan facility, and a $434.8 million secured term loan facility, with the two term loan facilities being fully drawn.

The BOA Credit Facility includes customary negative covenants that restrict Nasdaq and its subsidiaries. These limitations cover areas such as maintaining minimum interest expense coverage and maximum leverage ratios, paying dividends, incurring debt, making investments, issuing preferred stock, and engaging in certain mergers or asset sales. It also imposes limitations on transactions with affiliates and restrictions on liens.