01—Abstract
Summary
Summary of the 8-K filed June 12, 2023. Cited figures are marked; the original filing is the authoritative source.
Nasdaq, Inc. (NDAQ) announced a significant strategic move by entering into a definitive Agreement and Plan of Merger to acquire Adenza Holdings, Inc. The transaction, valued at approximately $10.5 billiona, involves a combination of cash and Nasdaq's common stock.
Specifically, Nasdaq will issue approximately $4.75 billionb worth of its stock and pay $5.75 billion in cash, subject to adjustments, to acquire 100% of Adenza. This acquisition is expected to be funded through a combination of equity and approximately $5.7 billion in bridge loan financing arranged by Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. The acquisition of Adenza, a company affiliated with funds managed by Thoma Bravo, L.P., marks a substantial expansion for Nasdaq, particularly within the financial technology sector.
Nasdaq's Board of Directors has unanimously approved the merger agreement. The transaction is subject to customary closing conditions, including regulatory approvals such as the expiration of the Hart-Scott-Rodino waiting period, and is anticipated to close within 12 months, with potential for a three-month extension.
02—Key points
Key Highlights
- Nasdaq to acquire Adenza Holdings, Inc. for approximately $10.5 billion.
- Transaction consideration comprises $5.75 billion in cash and $4.75 billion in Nasdaq common stock.
- The acquisition is intended to qualify as a 'reorganization' for U.S. federal income tax purposes.
- Financing for the cash portion includes commitments for up to $5.7 billion in senior bridge term loans.
- Nasdaq's Board of Directors has unanimously approved the merger agreement.
- Closing is contingent on regulatory approvals, including HSR clearance, and customary conditions.
- The seller, Adenza Parent, LP, will receive Nasdaq stock and is subject to a lock-up agreement, with 50% released at 6 months and 50% at 18 months post-closing.
03—Questions
Frequently Asked Questions
What is the total value of the acquisition of Adenza by Nasdaq?
The total transaction value for the acquisition of Adenza is approximately $10.5 billion. This amount is comprised of $5.75 billion in cash and $4.75 billion in newly issued Nasdaq common stock.
How will Nasdaq finance this acquisition?
Nasdaq plans to finance the cash portion of the acquisition with up to $5.7 billion in senior bridge term loans provided by Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. The remaining consideration will be paid in newly issued Nasdaq common stock. The receipt of financing is not a condition to Nasdaq's obligation to close the merger.
What are the key conditions required for the merger to be completed?
The completion of the merger is subject to several conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other specified regulatory approvals, the absence of any governmental actions preventing the merger, accuracy of parties' representations and warranties, compliance with covenants, and the absence of a Material Adverse Effect on Adenza.
What are the implications for the seller (Adenza Parent, LP) after the merger?
Upon closing, the seller, Adenza Parent, LP, is expected to hold approximately 15% of Nasdaq's outstanding common stock. They will be subject to a lock-up agreement, with 50% of their shares released after 6 months and the remaining 50% after 18 months post-closing. Additionally, Thoma Bravo will have the right to nominate one director to Nasdaq's Board as long as they maintain a certain ownership threshold, and will be subject to standstill obligations.
04—Continue