01—Abstract
Summary
Summary of the 8-K filed November 3, 2023. Cited figures are marked; the original filing is the authoritative source.
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%a 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%b 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.
02—Key points
Key Highlights
- Nasdaq has completed its mergers, issuing approximately 15% of its outstanding common stock to Seller (Adenza Parent, LP and Thoma Bravo).
- A 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.
- Seller parties have secured the right to nominate one director to Nasdaq's Board, contingent on maintaining at least 10% ownership.
- Seller parties are subject to a standstill obligation, restricting share acquisition above 19.99% for at least two years.
- A Registration Rights Agreement grants Seller demand and piggyback registration rights for their stock consideration, exercisable six months after closing under specific conditions.
- Holden Spaht, representing the Seller parties, has been appointed to Nasdaq's Board of Directors and will serve on the Finance Committee.
- Nasdaq will file required financial statements and pro forma information in an amendment to this 8-K within 71 days.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This filing announces the completion of Nasdaq's mergers and details the key agreements, specifically the Stockholders' Agreement and the Registration Rights Agreement, entered into with the Seller parties (Adenza Parent, LP and Thoma Bravo) as a result of the transaction.
What are the restrictions on the shares received by the Seller?
The Seller parties are subject to a lock-up agreement. 50% of the shares they received must be held for six months after the closing, and the remaining 50% must be held for 18 months after the closing, with certain exceptions.
What rights does the Seller have regarding Nasdaq's Board and stock sales?
The Seller parties have the right to nominate one director to Nasdaq's Board as long as they own at least 10% of Nasdaq's common stock. They also have registration rights, allowing them to request Nasdaq to register their shares for sale in the public market after a six-month waiting period, subject to certain conditions and limitations.
When can investors expect to see the full financial impact of these mergers?
Nasdaq will file an amendment to this Current Report on Form 8-K within 71 days of this filing to include the necessary financial statements and pro forma financial information related to the completed mergers.
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