Summary
On October 6, 2009, The NASDAQ OMX Group, Inc. (NDAQ) filed an 8-K report to announce the authorization and designation of a new class of stock: Series A Convertible Preferred Stock. This filing details the terms of this new preferred stock, which was created out of the company's 'blank check' preferred stock authorization. A total of up to 2,000,000 shares can be issued, with a Certificate of Designation filed with the Delaware Secretary of State on October 1, 2009. The Series A Preferred Stock comes with specific conversion, liquidation, dividend, voting, and redemption rights. Key investor considerations include a liquidation preference of $10.00 per share plus accrued dividends, a potential 12% cumulative annual dividend if shareholder approval for conversion isn't obtained, mandatory redemption on October 1, 2013, and specific voting rights that protect the preferred stockholders' interests. The terms are subject to shareholder approval for conversion into common stock.
Key Highlights
- 1NASDAQ OMX Group designated a new Series A Convertible Preferred Stock, with up to 2,000,000 shares authorized.
- 2The Series A Preferred Stock has a liquidation preference of $10.00 per share plus accrued dividends.
- 3A 12% cumulative annual dividend will accrue if shareholders do not approve conversion to common stock at the next annual meeting.
- 4Holders have specific voting rights that require majority or supermajority consent for certain adverse amendments.
- 5The company is obligated to redeem all outstanding Series A Preferred Stock on October 1, 2013.
- 6The company may optionally redeem the preferred stock under certain conditions, with varying redemption prices.
- 7Optional redemption by holders is possible upon certain fundamental changes at a premium (101% of liquidation preference).