---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-169697"
form_type: "8-K"
ticker: "NDAQ"
cik: "0001120193"
company_name: "NASDAQ, INC."
filed_at: "2023-06-20T23:59:59+00:00"
generated_at: "2026-06-13T20:36:11.215299+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Nasdaq amends credit facility to raise leverage for Adenza deal; Adenza 2022 rev $514M, net loss $44M

## Summary
- Amendment No. 2 to credit agreement increases maximum leverage ratio upon consummation of Adenza acquisition, with step-downs.
- Adenza FY2022 net sales $514M (up from $294M, includes Calypso acquisition); net loss $44.3M (vs $72.5M in 2021).
- Goodwill $3.68B, intangible assets $1.94B as of Dec 31, 2022; total assets $6.17B.
- Adenza ceased Russian operations in 2022, recording $6.4M revenue loss from contract terminations.
- The acquisition has not yet been consummated; no assurance of closing.

## SEC filing metadata
- accession: 0001193125-23-169697
- form_type: 8-K
- ticker: NDAQ
- cik: 0001120193
- company_name: NASDAQ, INC.
- filed_at: 2023-06-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/0001193125-23-169697-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-169697
- JSON: https://secwatch.observer/filing/0001193125-23-169697.json
- Plain text: https://secwatch.observer/filing/0001193125-23-169697.txt

## Key facts
- Material Agreements
  NASDAQ, INC. entered into Agreement and Plan of Merger with Adenza Holdings, Inc. valued at Nasdaq to acquire 100% of stock of Adenza from Seller (effective 2023-06-10).
  - Action: entry
  - Agreement: merger
  - Counterparty: Adenza Holdings, Inc.
  - Value: Nasdaq to acquire 100% of stock of Adenza from Seller
  - Effective: 2023-06-10
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/0001193125-23-169697-index.htm
- Material Agreements
  NASDAQ, INC. entered into Amendment No. 2 to Amended and Restated Credit Agreement with Bank of America, N.A. valued at Maximum leverage ratio amended in connection with the Acquisition of Adenza (effective 2023-06-16).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A.
  - Value: Maximum leverage ratio amended in connection with the Acquisition of Adenza
  - Effective: 2023-06-16
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/0001193125-23-169697-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.