8-KAcquisitions & DispositionsFinancial EventsOther Events+1

NASDAQ, INC. 8-K Report, Acquisition Completed (Oct 23, 2008)

Filed October 23, 2008For Securities:NDAQ

Summary

The NASDAQ OMX Group, Inc. (NDAQ) has filed an 8-K report on October 23, 2008, to announce the completion of its acquisition of Nord Pool ASA's clearing, international derivatives, and consulting subsidiaries. This significant transaction, valued at approximately $325 million, was financed through a combination of cash, a vendor note, and a $300 million term loan drawn from its existing credit facility. The acquisition is expected to expand NASDAQ OMX's European presence and capabilities in the derivatives market.

Key Highlights

  • 1Completion of the acquisition of Nord Pool ASA's clearing, international derivatives, and consulting subsidiaries on October 21, 2008.
  • 2The aggregate purchase price was NOK 2,182 million (approximately $325 million).
  • 3The purchase price was comprised of NOK 1,725 million (approx. $257 million) in cash and NOK 457 million (approx. $68 million) via a vendor note.
  • 4Potential for additional earn-out payments of up to NOK 800 million (approx. $119 million) based on volume measurements over five years.
  • 5Financing for the acquisition included a $300 million delayed draw term loan from NASDAQ OMX's existing credit facility.
  • 6The acquisition is expected to enhance NASDAQ OMX's European operations and derivatives market offerings.
  • 7A press release dated October 22, 2008, detailing the acquisition closing is attached as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing was to formally announce the completion of NASDAQ OMX Group's acquisition of Nord Pool ASA's clearing, international derivatives, and consulting subsidiaries.

The acquisition was financed through a mix of approximately $257 million in cash, a $68 million vendor note due within 18 months, and potentially up to $119 million in future earn-out payments. Additionally, NASDAQ OMX drew $300 million from its existing credit facility to fund the transaction.

The initial purchase price was approximately $325 million. However, there is a potential for additional earn-out payments of up to approximately $119 million, bringing the total potential cost to around $444 million over a five-year period, contingent on volume measurements.

This acquisition is strategically important as it expands NASDAQ OMX's presence in the European market and strengthens its capabilities in the clearing and international derivatives sectors.