Summary
This Form 8-K filing from The NASDAQ OMX Group, Inc. (NDAQ) on July 29, 2008, announces the significant completion of its acquisition of the Philadelphia Stock Exchange, Inc. (PHLX) on July 24, 2008, for approximately $695.7 million. The acquisition was financed through a combination of a $650 million term loan and cash on hand, marking a substantial expansion for NASDAQ OMX. In conjunction with the acquisition, NASDAQ OMX also implemented amendments to its By-Laws. These changes are crucial for aligning governance and regulatory oversight, particularly concerning its status as a company owning multiple self-regulatory organizations (SROs). The amendments ensure that certain governance provisions and SEC filing requirements applicable to The NASDAQ Stock Market are extended to PHLX and any other future SRO acquisitions, strengthening regulatory compliance and operational integration.
Key Highlights
- 1NASDAQ OMX Group has successfully completed the acquisition of Philadelphia Stock Exchange (PHLX) for approximately $695.7 million.
- 2The acquisition was financed primarily through a $650 million delayed draw term loan, supplemented by cash reserves.
- 3PHLX is now a wholly-owned subsidiary of NASDAQ OMX Group following the merger of its subsidiary, Pinnacle Merger Corporation, with PHLX.
- 4Amendments to NASDAQ OMX's By-Laws were enacted, effective upon the PHLX acquisition, to address governance of Self-Regulatory Organizations (SROs).
- 5Key by-law changes include defining 'Self-Regulatory Subsidiary' and establishing protocols for amending by-laws and certificates of incorporation, especially concerning SEC filings and approvals.
- 6The amendments aim to extend governance and regulatory compliance standards from NASDAQ to acquired SROs like PHLX.
- 7Full financial statements and pro forma information for the acquired PHLX business will be filed in an amendment to this report within 71 days.