8-KMaterial AgreementsFinancial EventsExhibits & Filings

NASDAQ, INC. 8-K Report, Material Agreement (Sep 22, 2011)

Filed September 22, 2011For Securities:NDAQ

Summary

The NASDAQ OMX Group, Inc. (NDAQ) filed an 8-K report on September 22, 2011, detailing the establishment of a new $1.2 billion senior unsecured five-year credit facility. This facility replaces an existing credit agreement and comprises a $750 million revolving credit commitment and a $450 million term loan, both maturing on September 19, 2016. The new credit facility is designed to provide financial flexibility and support ongoing operations. Key terms include variable interest rates based on LIBOR or Base Rate plus a margin tied to NDAQ's debt rating. The agreement includes standard financial covenants such as interest expense coverage and leverage ratios, along with operating covenants limiting additional debt, liens, affiliate transactions, and dividend payments. The company has secured this facility through a syndicate of lenders, with Bank of America, N.A. acting as the administrative agent. This action indicates proactive management of the company's capital structure and debt obligations.

Key Highlights

  • 1Establishment of a new $1.2 billion senior unsecured five-year credit facility.
  • 2The credit facility matures on September 19, 2016.
  • 3The new facility replaces and terminates a previous credit agreement.
  • 4It consists of a $750 million revolving credit commitment and a $450 million term loan facility.
  • 5Interest rates are variable, based on LIBOR or Base Rate plus a margin dependent on NDAQ's debt rating.
  • 6The agreement includes financial covenants like interest expense coverage and maximum leverage ratios.
  • 7Operating covenants impose limitations on additional indebtedness, liens, affiliate transactions, and dividend payments.

Frequently Asked Questions

This 8-K filing announces the entry into a new material definitive agreement, specifically a $1.2 billion senior unsecured five-year credit facility, and the termination of a previous credit agreement. It details the terms and conditions of the new financing.

The new credit facility totals $1.2 billion and has a five-year term, with all amounts due and payable in full on September 19, 2016.

The facility is comprised of two parts: an unfunded $750 million revolving credit commitment (which includes a swingline and letter of credit facility) and a $450 million funded term loan facility.

The agreement includes financial covenants such as an interest expense coverage ratio and a maximum leverage ratio. Operating covenants restrict NASDAQ OMX's ability to incur additional debt, grant liens, enter into affiliate transactions, and pay dividends, among other limitations.