01—Abstract
Summary
Summary of the 8-K filed December 16, 2022. Cited figures are marked; the original filing is the authoritative source.
On December 16, 2022, Nasdaq, Inc. (NDAQ) announced the entry into an amended and restated credit agreement, establishing a new $1.25 billiona senior unsecured five-year revolving credit facility.
This facility replaces their previous agreement from December 2020 and provides Nasdaq with significant financial flexibility. The proceeds can be used for general corporate purposes, including acquisitions, debt repayment, and share repurchases, demonstrating management's proactive approach to capital management and strategic growth initiatives. The new credit facility offers favorable interest rates tied to the company's debt ratings, with options for Benchmark Loans (SOFR-based) or alternative base rates.
It also includes a notable sustainability-linked component, allowing for potential interest rate adjustments based on achieving specific environmental, social, and governance (ESG) targets, reflecting Nasdaq's commitment to sustainable business practices. The agreement matures on December 16, 2027, with an option to increase the facility by up to $750 millionb, providing substantial room for future capital needs.
02—Key points
Key Highlights
- Nasdaq entered into a new $1.25 billion senior unsecured five-year revolving credit facility, effective December 16, 2022.
- The new facility replaces the company's previous credit agreement dated December 22, 2020.
- Proceeds are available for general corporate purposes, including financing acquisitions, debt repayment, and share repurchases.
- The agreement includes an option to increase the facility by an additional $750 million.
- Interest rates are based on Nasdaq's debt ratings, with flexible options for Benchmark Loans (SOFR-based) or alternative base rates.
- The facility incorporates sustainability-linked features, allowing potential interest rate adjustments based on achieving ESG performance indicators.
- The credit agreement matures on December 16, 2027.
03—Questions
Frequently Asked Questions
What is the primary purpose of this new credit agreement for Nasdaq?
The primary purpose of the amended and restated credit agreement is to establish a new $1.25 billion senior unsecured five-year revolving credit facility. This facility provides Nasdaq with financial flexibility for general corporate purposes, including strategic initiatives like acquisitions, repaying existing debt, and funding share repurchase programs.
What are the key financial terms of the new revolving credit facility?
The facility is for $1.25 billion, matures in five years (December 16, 2027), and bears interest based on Nasdaq's debt ratings. It offers Benchmark Loans (adjusted Term SOFR-based) with margins ranging from 77.5 to 125.0 basis points, or alternative base rate loans with margins from 0.0 to 25.0 basis points. A facility fee, ranging from 10.0 to 25.0 basis points, is also payable on the aggregate commitments.
Does this new credit agreement include any sustainability-related provisions?
Yes, the agreement includes a significant sustainability-linked component. Nasdaq has the option to propose key performance indicators (KPIs) related to environmental, social, and governance (ESG) targets. If these targets are met, adjustments can be made to the interest rate margin and facility fee, potentially reducing borrowing costs and incentivizing sustainable business practices.
What is the company's leverage covenant under this new agreement?
The agreement imposes a financial covenant requiring the Leverage Ratio (as defined) not to exceed 4.00 to 1.00 on or prior to March 31, 2023, and 3.50 to 1.00 thereafter. However, there are provisions for up to two step-ups in the leverage ratio (to 4.50 to 1.00 or 4.00 to 1.00) in connection with certain material acquisitions.
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