8-KMaterial AgreementsFinancial EventsExhibits & Filings

NASDAQ, INC. 8-K Report, Material Agreement (Dec 1, 2014)

Filed December 1, 2014For Securities:NDAQ

Summary

This 8-K filing by The NASDAQ OMX Group, Inc. (now Nasdaq) reports on the execution of a new $750 million senior unsecured five-year revolving credit facility, replacing a previous agreement. This new facility, dated November 24, 2014, matures on November 25, 2019, and provides Nasdaq with significant financial flexibility. The agreement includes an option to increase the facility by an additional $500 million, subject to lender consent and other conditions. Investors should note that the credit agreement includes standard financial and operating covenants, such as interest expense coverage and leverage ratios, as well as limitations on subsidiary debt, liens, affiliate transactions, asset dispositions, and dividend payments. As of the reporting date, $122.5 million had been drawn under the new credit facility, indicating its immediate use for operational or strategic purposes.

Key Highlights

  • 1Execution of a new $750 million senior unsecured five-year revolving credit facility.
  • 2The new credit facility matures on November 25, 2019.
  • 3The facility replaces a prior credit agreement dated September 19, 2011, which has been terminated.
  • 4Nasdaq has the option to increase the credit facility by up to $500 million, subject to certain conditions.
  • 5The credit agreement includes financial covenants such as minimum interest expense coverage and maximum leverage ratios.
  • 6Operating covenants restrict subsidiary indebtedness, affiliate transactions, and asset dispositions.
  • 7As of November 24, 2014, $122.5 million was drawn under the new credit facility.

Frequently Asked Questions

This 8-K filing announces The NASDAQ OMX Group, Inc.'s entry into a new $750 million senior unsecured five-year revolving credit facility, detailing its terms, maturity date, and the termination of a previous agreement.

The new revolving credit facility is for $750 million and has a term of five years, maturing on November 25, 2019.

Yes, the credit agreement includes an option for Nasdaq to propose an increase in the aggregate amount of the facility by up to $500 million, contingent upon lender consent and other conditions.

Yes, the credit agreement includes financial covenants (e.g., interest coverage, leverage ratios) and operating covenants that limit actions such as incurring additional debt, creating liens, engaging in certain affiliate transactions, disposing of assets, and paying dividends.

As of November 24, 2014, Nasdaq had drawn $122.5 million under the new credit facility.