| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously announced, on June 10, 2023, Nasdaq, Inc. (“Nasdaq”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Nasdaq, Argus Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nasdaq, Argus Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Nasdaq, Adenza Holdings, Inc., a Delaware corporation (“Adenza”), and Adenza Parent, LP, a Delaware limited partnership (“Seller”), pursuant to which Nasdaq will acquire 100% of the stock of Adenza from Seller (the “Acquisition”). The Acquisition has not yet been consummated and there can be no assurance that the Acquisition will be consummated as contemplated or at all. For further information relating to the Acquisition, please see Nasdaq’s Current Report on Form 8-K filed with the SEC on June 12, 2023.
On June 16, 2023, in connection with the Acquisition, Nasdaq, certain lenders party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”) entered into Amendment No. 2 (the “Amendment”) to that certain Amended and Restated Credit Agreement, dated as of December 16, 2022 (as amended by Amendment No. 1, dated as of March 29, 2023, the “Existing Credit Agreement”), among Nasdaq, the lenders party thereto, the Administrative Agent and the other parties from time to time party thereto.
Pursuant to the Amendment, the financial covenant in the Existing Credit Agreement will be amended to increase the maximum leverage ratio permitted thereunder in connection with and following the consummation of the Acquisition, subject to certain step-downs set forth therein.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Nasdaq is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K, the audited consolidated financial statements of Adenza Group, Inc., a Delaware corporation and wholly owned subsidiary of Adenza (“Adenza Group”), as of December 31, 2022 and 2021 and for each of the fiscal years ended December 31, 2022 and 2021; (ii) as Exhibit 99.2, Adenza Group’s interim unaudited consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023; (iii) as Exhibit 99.3, the unaudited pro forma condensed combined financial statements of Nasdaq, giving effect to the Acquisition and the related transactions described therein; and (iv) as Exhibit 23.1, the consent of BDO USA, LLP, independent registered public accounting firm of Adenza Group.
This Current Report on Form 8-K does not modify or update the consolidated financial statements of Nasdaq included in its Annual Report on Form 10-K for the year ended December 31, 2022 or in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, nor does it reflect any subsequent information or events.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit
No. | | Exhibit Description |
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| 10.1 | | Amendment No. 2, dated as of June 16, 2023, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent. |
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| 23.1 | | Consent of BDO USA, LLP, independent auditor (with respect to Adenza Group, Inc.). |
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| 99.1 | | Audited consolidated financial statements of Adenza Group, Inc. as of December 31, 2022 and 2021, and for each of the fiscal years ended December 31, 2022 and 2021. |
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| 99.2 | | Interim unaudited consolidated financial statements of Adenza Group, Inc. as of March 31, 2023 and for the three months ended March 31, 2023. |
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| 99.3 | | Unaudited pro forma condensed combined financial statements of Nasdaq, Inc. as of March 31, 2023 and for the year ended December 31, 2022 and three months ended March 31, 2023. |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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