8-KMaterial AgreementsOther EventsExhibits & Filings

NASDAQ, INC. 8-K Report, Material Agreement (Mar 15, 2016)

Filed March 15, 2016For Securities:NDAQ

Summary

Nasdaq, Inc. (NDAQ) has announced a significant acquisition through a Stock Purchase Agreement dated March 9, 2016, to acquire 100% of the equity interests in U.S. Exchange Holdings, Inc. (ISE). ISE is the indirect owner of three electronic options exchanges: International Securities Exchange, ISE Gemini, and ISE Mercury. This strategic move is valued at $1.1 billion in cash and is expected to close in the second half of 2016, subject to regulatory approvals, including the Hart-Scott-Rodino Antitrust Improvements Act and SEC approval. The company has also secured financing for this acquisition. A Bridge Facility Commitment Letter was entered into, with commitment parties agreeing to provide up to $1.1 billion in senior unsecured bridge loans to finance the cash consideration. This transaction represents a substantial expansion for Nasdaq into the options exchange market and signals a commitment to growing its market share in this sector.

Key Highlights

  • 1Nasdaq to acquire 100% of U.S. Exchange Holdings, Inc. (ISE) for $1.1 billion in cash.
  • 2ISE owns three electronic options exchanges: International Securities Exchange, ISE Gemini, and ISE Mercury.
  • 3Acquisition is expected to close in the second half of 2016.
  • 4Transaction is subject to customary closing conditions, including antitrust and SEC approvals.
  • 5Nasdaq has secured a $1.1 billion bridge loan facility to finance the acquisition.
  • 6The Purchase Agreement includes customary representations, warranties, and covenants, with provisions for indemnification.

Frequently Asked Questions

Nasdaq is acquiring 100% of the equity interests in U.S. Exchange Holdings, Inc. (ISE), which owns three electronic options exchanges, for $1.1 billion in cash.

Nasdaq is acquiring ISE, which is the indirect owner of International Securities Exchange, ISE Gemini, and ISE Mercury.

The transaction is expected to close in the second half of 2016, pending the satisfaction of closing conditions.

Nasdaq has entered into a commitment letter for a $1.1 billion senior unsecured bridge loan facility to finance the cash portion of the acquisition.

The closing is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval from the U.S. Securities and Exchange Commission (SEC).