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.