Introductory Note
On November 1, 2023, Nasdaq, Inc., a Delaware corporation (“Nasdaq”), completed its previously announced acquisition of Adenza Holdings, Inc., a Delaware corporation (“Adenza”). Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 10, 2023 (the “Merger Agreement”), by and among Nasdaq, Argus Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nasdaq (“Merger Sub 1”), Argus Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Nasdaq (“Merger Sub 2”), Adenza and Adenza Parent, LP, a Delaware limited partnership (“Seller”), Merger Sub 1 was merged with and into Adenza (the “First Merger”), with Adenza surviving the First Merger (the “Surviving Corporation”) and continuing as a wholly owned subsidiary of Nasdaq, and immediately following the First Merger, the Surviving Corporation was merged with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger and continuing as a wholly owned subsidiary of Nasdaq. Seller is an affiliate of certain funds managed by Thoma Bravo, L.P., a Delaware limited partnership (“Thoma Bravo”).
At the effective time of the Mergers, Nasdaq delivered to Seller (i) an aggregate of 85,608,414 newly issued shares of common stock, par value $0.01 per share, of Nasdaq (the “Stock Consideration”) and (ii) approximately $5.77 billion in cash, which is subject to post-closing adjustment (the “Cash Consideration”). Based on the closing price of Nasdaq common stock on October 31, 2023, the Stock Consideration had a value of approximately $4.25 billion, for an aggregate transaction value of approximately $10.02 billion.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Nasdaq on June 12, 2023 and is incorporated by reference herein.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Stockholders’ Agreement
As a result of the Mergers, Seller holds approximately 15% of the outstanding Nasdaq common stock based upon the outstanding shares of Nasdaq common stock as of November 1, 2023. As of November 1, 2023, there were 576,964,570 shares of Nasdaq common stock outstanding. At the closing of the Mergers, Seller, Thoma Bravo (together, the “Seller Parties”) and Nasdaq entered into a stockholders’ agreement (the “Stockholders’ Agreement”), pursuant to which the Seller Parties have agreed to be subject to a lock-up with respect to the transfer of the Stock Consideration, with 50% of such shares released from the lock-up on the six-month anniversary of the closing of the Mergers and the remaining 50% of such shares released from the lock-up on the 18-month anniversary of the closing of the Mergers (subject to certain exceptions).
The Stockholders’ Agreement further provides that the Seller Parties will be entitled to propose for nomination one director for election to the Board (with the initial nominee to be Holden Spaht), and such right will exist for so long as the Seller Parties and their controlled affiliates continue to beneficially own at least 10% of the shares of Nasdaq common stock outstanding as of the closing date.
In addition, the Seller Parties have agreed to be subject to a standstill obligation, including a restriction on acquiring shares in excess of 19.99% of the outstanding Nasdaq common stock on a fully diluted basis, subject to certain exceptions, for at least two years following the closing date.
The foregoing description of the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stockholders’ Agreement, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
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