Summary
This 8-K filing by Nasdaq, Inc. (NDAQ) announces the completion of its mergers and details the material definitive agreements entered into as a result. A significant outcome is the issuance of Nasdaq common stock to Seller (Adenza Parent, LP and Thoma Bravo), who now holds approximately 15% of outstanding shares. This transaction has resulted in a new Stockholders' Agreement and a Registration Rights Agreement, which outline specific rights and restrictions for the Seller parties regarding their Nasdaq holdings. Key provisions include lock-up periods for the transferred shares, with 50% released at six months and the remaining 50% at 18 months post-closing. The Seller parties also gain the right to nominate one director to Nasdaq's Board, provided they maintain at least a 10% ownership stake. Furthermore, registration rights have been granted to the Seller, allowing them to demand the registration of their stock for sale under certain conditions, and to participate in future Nasdaq offerings. These agreements aim to govern the relationship and ensure orderly market entry for the newly issued shares.
Key Highlights
- 1Nasdaq has completed its mergers, issuing approximately 15% of its outstanding common stock to Seller (Adenza Parent, LP and Thoma Bravo).
- 2A Stockholders' Agreement has been established, imposing a lock-up on 100% of the stock consideration received by Seller, with staggered releases at 6 and 18 months post-closing.
- 3Seller parties have secured the right to nominate one director to Nasdaq's Board, contingent on maintaining at least 10% ownership.
- 4Seller parties are subject to a standstill obligation, restricting share acquisition above 19.99% for at least two years.
- 5A Registration Rights Agreement grants Seller demand and piggyback registration rights for their stock consideration, exercisable six months after closing under specific conditions.
- 6Holden Spaht, representing the Seller parties, has been appointed to Nasdaq's Board of Directors and will serve on the Finance Committee.
- 7Nasdaq will file required financial statements and pro forma information in an amendment to this 8-K within 71 days.