Nasdaq, Inc. (NASDAQ:NDAQ) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Revolving Credit Agreement
On April25, 2017, Nasdaq, Inc. (Nasdaq) entered into a credit
agreement (the Revolving Credit Agreement) among Nasdaq, as the
borrower, any additional borrowers from time to time party
thereto, the lenders from time to time party thereto, Bank of
America, N.A., as administrative agent and an issuing bank,
Merrill Lynch, Pierce, Fenner Smith Incorporated, JPMorgan Chase
Bank, N.A, Investment Banking, Skandinaviska Enskilda Banken AB
(publ.), Mizuho Bank, Ltd., Nordea Bank AB (publ), New York
Branch and Wells Fargo Securities, LLC, as joint lead arrangers
and joint bookrunning managers, JPMorgan Chase Bank, N.A.,
Investment Banking, Skandinaviska Enskilda Banken AB (publ.),
Mizuho Bank, Ltd., Nordea Bank AB (publ), New York Branch and
Wells Fargo Bank, National Association, as syndication agents,
and HSBC Bank USA, N.A., Industrial and Commercial Bank of China,
New York Branch and TD Securities USA LLC, as documentation
agents.
The Revolving Credit Agreement provides for a $1,000million
senior unsecured five-year revolving credit facility (with a
sublimit for non-dollar borrowings) (the Revolving Credit
Facility). The loans under the Revolving Credit Facility have a
variable interest rate based on either the London Interbank
Offered Rate or the Base Rate (or other applicable rate with
respect to non-dollar borrowings), plus an applicable margin that
varies with Nasdaqs debt rating. The Revolving Credit Agreement
includes an option for Nasdaq to propose an increase in the
aggregate amount by up to $500million, subject to the consent of
the lenders funding the increase and certain other conditions.
The Revolving Credit Facility will be used for general corporate
purposes and is part of a refinancing of Nasdaqs existing
revolving credit agreement, dated as of November24, 2014, which
has been terminated.
The Revolving Credit Agreement contains financial and operating
covenants. Financial covenants include a minimum interest expense
coverage ratio and a maximum leverage ratio. Operating covenants
include, among other things, limitations on (i)the incurrence of
indebtedness by Nasdaqs subsidiaries, (ii)liens on assets of
Nasdaq and its subsidiaries, (iii)the disposition of assets by
Nasdaq and its subsidiaries and (iv)the payment of dividends or
other distributions in respect of Nasdaqs capital stock.
The Revolving Credit Agreement matures, and all amounts
outstanding thereunder will be due and payable in full, on
April25, 2022. Amounts borrowed under the Revolving Credit
Agreement may be prepaid at any time without premium or penalty.
As of April25, 2017, there were no loans outstanding under the
Revolving Credit Facility.
A copy of the Revolving Credit Agreement is filed herewith as
Exhibit 10.1 and is incorporated herein by reference, and the
summary of the Revolving Credit Agreement herein is qualified in
its entirety thereby.
Term Loan Amendment
On April25, 2017, Nasdaq also entered into Amendment No.1 to
Credit Agreement (the Term Loan Amendment) with the lenders party
thereto and Bank of America, N.A., as administrative agent, to
that certain credit agreement, dated as of March17, 2016 (as
amended, the Term Loan Agreement), among Nasdaq, as borrower, the
lenders party thereto and Bank of America, N.A., as
administrative agent.
The Term Loan Amendment amends the Term Loan Agreement by making
certain changes in order to conform to certain terms of the
Revolving Credit Agreement. Such changes consist primarily of
modifications to the covenants, including (i)modifications to
certain definitions related to the financial covenants and
Nasdaqs ability to increase its maximum permitted leverage ratio
in connection with permitted acquisitions, (ii)a modification to
the restricted payments
covenant in order to permit the payment of dividends in respect
of Nasdaqs capital stock, subject to the absence of an event of
default under the Term Loan Agreement, and (iii)the elimination
of the negative covenant limiting Nasdaqs ability to enter into
affiliate transactions.
The Term Loan Amendment does not affect the maturity of the Term
Loan Agreement, which matures, and all amounts outstanding
thereunder will be due and payable in full, on November25, 2019.
Amounts borrowed under the Term Loan Agreement may be prepaid at
any time without premium or penalty. As of April25, 2017, loans
in an aggregate principal amount of $400million were outstanding
under the Term Loan Agreement.
A copy of the Term Loan Amendment is filed herewith as Exhibit
10.2 and is incorporated herein by reference, and the summary of
the Term Loan Amendment herein is qualified in its entirety
thereby.
Commercial Paper Program
On April25, 2017, Nasdaq established a commercial paper program
(the Program) to which Nasdaq may issue short-term, unsecured
commercial paper notes (the Notes) under the exemption from
registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended (the Securities Act). Amounts available under
the Program may be borrowed, repaid and re-borrowed from time to
time, with the aggregate face or principal amount of the Notes
outstanding under the Program at any time not to exceed
$1,000,000,000. The Notes will have maturities of up to 397 days
from the date of issue. The Notes will rank at least pari passu
with all of Nasdaqs other unsecured and unsubordinated
indebtedness. The net proceeds of the issuances of the Notes are
expected to be used for general corporate purposes. Nasdaq plans
to use the Revolving Credit Facility as a liquidity backstop for
its borrowings under the Program. No Notes are currently
outstanding under the Program.
One or more commercial paper dealers will each act as a dealer
under the Program (each, a Dealer and collectively, the Dealers)
to the terms and conditions of the respective commercial paper
dealer agreement entered into between Nasdaq and each Dealer
(each, a Dealer Agreement and collectively, the Dealer
Agreements). Nasdaq may engage additional commercial paper
dealers to act as dealers under the Program. A national bank will
act as the issuing and paying agent under the Program to the
terms of an issuing and paying agent agreement.
The Dealer Agreements provide the terms under which the Dealers
will either purchase from Nasdaq or arrange for the sale by
Nasdaq of the Notes. The Dealer Agreements contain customary
representations, warranties, covenants and indemnification
provisions. A copy of the form of Dealer Agreement used in the
Program is filed herewith as Exhibit 10.3 and is incorporated
herein by reference, and the summary of the Program herein is
qualified in its entirety by the terms of the Program as set
forth in each Dealer Agreement.
From time to time, the Dealers and certain of their respective
affiliates have provided, and may in the future provide, lending,
commercial banking, investment banking and other financial
advisory services to Nasdaq and its affiliates.
The Notes have not been and will not be registered under the
Securities Act or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws. The information
contained in this Current Report on Form 8-K is neither an offer
to sell nor a solicitation of an offer to buy any Notes.
| Item1.02. |
Termination of a Material Definitive Agreement. |
The information included in Item 1.01 under the heading
Revolving Credit Agreement above is incorporated by
reference into this Item 1.02.
| Item2.03. |
Creation of a Direct Financial Obligation of a Registrant. |
The information included in Item 1.01 above is incorporated by
reference into this Item 2.03.
| Item8.01. | Other Events. |
On April26, 2017, Nasdaq sent a redemption notice to Wells Fargo
Bank, National Association, as trustee (the Trustee), for all of
Nasdaqs outstanding 5.250% senior notes due 2018 (CUSIP No.631103
AE8), originally issued on
December21, 2010 (the 5.250% Notes), at a cash redemption price
(the Redemption Price) to be calculated as provided in the
indenture governing the 5.250% Notes, plus accrued and unpaid
interest, if any, to the redemption date of May26, 2017 (the
Redemption Date). Upon completion of the redemption, no 5.250%
Notes will remain outstanding.
Payment of the Redemption Price will be made on or after the
Redemption Date only upon presentation and surrender of the
5.250% Notes to the Trustee. Interest on the 5.250% Notes called
for redemption will cease to accrue from and after the Redemption
Date. The notice of redemption will be sent by the Trustee to the
registered holders of the 5.250% Notes on April26, 2017 in
accordance with the requirements of the indenture governing the
5.250% Notes. A copy of the notice of redemption is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 |
Credit Agreement, dated as of April25, 2017, among Nasdaq, Inc., the various lenders from time to time party thereto, Bank of America, N.A., as administrative agent and an issuing bank, and the other financial institutions party thereto. |
|
| 10.2 |
Amendment No.1 to Credit Agreement, dated as of April25, 2017, among Nasdaq, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent. |
|
| 10.3 |
Form of Commercial Paper Dealer Agreement between Nasdaq, Inc., as Issuer, and the Dealer party thereto. |
|
| 99.1 | Notice of Redemption of 5.250% Senior Notes Due 2018. |
About Nasdaq, Inc. (NASDAQ:NDAQ)
Nasdaq, Inc. (Nasdaq), formerly The NASDAQ OMX Group, Inc., is a holding company. The Company is a provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across approximately six continents. The Company manages, operates and provides its products and services through four segments: Market Services, Listing Services, Information Services and Technology Solutions. Its Market Services segment includes its equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading and clearing (FICC), and access and broker services businesses. Its Listing Services segment includes its United States and European Listing Services businesses. Its Information Services segment includes its Data Products and Index Licensing and Services businesses. Its Technology Solutions segment includes Corporate Solutions and Market Technology businesses. Nasdaq, Inc. (NASDAQ:NDAQ) Recent Trading Information
Nasdaq, Inc. (NASDAQ:NDAQ) closed its last trading session up +0.08 at 70.53 with 760,633 shares trading hands.