What is the primary purpose of this 8-K filing?

This filing announces the entry into material definitive agreements related to a complex transaction where Nasdaq, in conjunction with Borse Dubai, is acquiring OMX AB. It also details Nasdaq's investment in DIFX and its financing arrangements.

How is Nasdaq acquiring OMX?

Instead of a direct acquisition by Nasdaq, Borse Dubai will first acquire OMX. Subsequently, Borse Dubai will sell the OMX shares to Nasdaq. This revised approach is part of the agreements outlined in the filing.

What is Nasdaq's involvement with the Dubai International Financial Exchange (DIFX)?

Nasdaq is acquiring a 33.3% equity stake in DIFX for $50 million, with an agreement to cover 50% of future capital calls up to an additional $25 million. This represents a strategic investment in the Middle Eastern financial market.

How is Nasdaq financing this acquisition?

Nasdaq has secured $2.0 billion in debt financing through a commitment letter from Bank of America, N.A. and JPMorgan Chase Bank, N.A. This financing will cover cash consideration for the acquisition, fees, and expenses.

What happened to Nasdaq's stake in the London Stock Exchange?

Nasdaq has sold its holdings in the London Stock Exchange Group (LSE). Approximately 28% was sold to Borse Dubai for $1.6 billion, and the remaining balance was sold in open market transactions for approximately $190 million.

NDAQ 8-K: Acquisitions & Dispositions & Material Agreements

Summary

This 8-K filing by The Nasdaq Stock Market, Inc. (Nasdaq) on September 26, 2007, details significant strategic agreements with OMX AB (OMX) and Borse Dubai Limited. The core of the announcement is a complex, multi-faceted transaction involving the acquisition of OMX. Nasdaq and Borse Dubai have entered into a binding letter agreement that outlines their respective roles in acquiring OMX, Borse Dubai's investment in Nasdaq, and Nasdaq's investment in the Dubai International Financial Exchange (DIFX). The agreement fundamentally restructures the OMX acquisition. Instead of Nasdaq directly acquiring OMX, Borse Dubai will acquire OMX, and then subsequently sell OMX shares to Nasdaq. This structure is supported by irrevocable undertakings from significant OMX shareholders. In parallel, Nasdaq is making a strategic investment in DIFX, an affiliate of Borse Dubai. This filing also confirms Nasdaq's financing arrangements for the acquisition, securing $2 billion in debt financing, and details the disposition of Nasdaq's stake in the London Stock Exchange Group.

Key Highlights

1Nasdaq and Borse Dubai entered into a binding Letter Agreement concerning the acquisition of OMX, Borse Dubai's investment in Nasdaq, and Nasdaq's investment in DIFX.
2Borse Dubai will acquire OMX first, then sell OMX shares to Nasdaq, with Nasdaq withdrawing its direct offer for OMX.
3Nasdaq is investing $50 million for a 33.3% stake in DIFX and will be responsible for 50% of future capital calls up to an additional $25 million.
4Nasdaq has secured $2.0 billion in debt financing from Bank of America and JPMorgan Chase to fund the acquisition.
5Nasdaq has sold its 28% stake in the London Stock Exchange Group (LSE) to Borse Dubai for approximately $1.6 billion and the remainder in open market transactions.
6Significant OMX shareholders representing approximately 18.5% of voting shares have provided irrevocable undertakings to tender their shares to Borse Dubai.
7The transaction structure includes provisions for board representation for Borse Dubai in the combined NASDAQ OMX Group and for Nasdaq on the DIFX board.

NASDAQ, INC. 8-K Report, Material Agreement (Sep 26, 2007)

Summary

Key Highlights

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