Summary
On December 21, 2020, Nasdaq, Inc. announced the successful completion of a substantial public offering of senior notes totaling $1.90 billion. This offering was divided into three tranches: $600 million in 0.445% notes due 2022, $650 million in 1.650% notes due 2031, and $650 million in 2.500% notes due 2040. The net proceeds from this offering are earmarked for financing the cash consideration for Nasdaq's pending acquisition of Verafin Holdings Inc., repaying Verafin's outstanding indebtedness, and covering related expenses and general corporate purposes. In addition to the notes offering, Nasdaq also entered into a new $1.25 billion senior unsecured five-year revolving credit facility, replacing a previous agreement. This new facility provides flexible borrowing options in various currencies and includes a covenant related to the company's Leverage Ratio. This move signifies Nasdaq's proactive approach to managing its capital structure and financing its strategic growth initiatives, particularly the significant acquisition of Verafin.
Key Highlights
- 1Nasdaq successfully raised $1.90 billion through a public offering of senior notes across three maturity tranches (2022, 2031, 2040).
- 2Proceeds are intended to fund the acquisition of Verafin Holdings Inc., repay Verafin's debt, and cover related expenses.
- 3A new $1.25 billion five-year revolving credit facility has been established with Bank of America, N.A.
- 4The new credit facility replaces a prior agreement and offers borrowing in multiple currencies.
- 5A financial covenant in the new credit agreement mandates a Leverage Ratio not to exceed 3.50:1.00, with a permissible step-up to 4.50:1.00 post-Verafin acquisition.
- 6The terms of the senior notes include provisions for a special mandatory redemption if the Verafin acquisition is not completed by a specified date.
- 7The company also terminated its previous credit agreement upon entering the new one.