Summary
Nasdaq, Inc. (NDAQ) filed an 8-K on June 7, 2016, to report on the issuance and sale of $500 million in Senior Notes due 2026. These notes carry a 3.850% annual interest rate and mature on June 30, 2026. The primary purpose of this debt issuance is to finance the cash consideration for Nasdaq's acquisition of U.S. Exchange Holdings, Inc., the parent company of three electronic options exchanges (ISE, ISE Gemini, and ISE Mercury). Any remaining proceeds will be used for general corporate purposes, which may include other acquisitions or debt repayment. Furthermore, the filing indicates that Nasdaq has terminated its prior commitments for up to $1.1 billion in senior unsecured bridge loans that were arranged to also fund the ISE Transaction. This suggests that the Senior Notes issuance, along with existing cash and/or credit facilities, is sufficient to cover the acquisition financing needs, simplifying the capital structure for this significant transaction.
Key Highlights
- 1Nasdaq issued $500 million in 3.850% Senior Notes due June 30, 2026.
- 2Proceeds from the notes will primarily fund the acquisition of U.S. Exchange Holdings, Inc. (ISE Transaction).
- 3The acquisition includes three electronic options exchanges: International Securities Exchange, ISE Gemini, and ISE Mercury.
- 4Nasdaq terminated its commitments for up to $1.1 billion in bridge loans previously arranged for the ISE Transaction.
- 5The company entered into a Supplemental Indenture with Wells Fargo Bank, N.A. as trustee for the Senior Notes.
- 6An Underwriting Agreement was signed on June 2, 2016, with Mizuho Securities USA Inc., SEB Securities, Inc., and Wells Fargo Securities, LLC as underwriters.
- 7The Senior Notes were issued under Nasdaq's Registration Statement on Form S-3.