NASDAQ, INC. (NDAQ): M&A transaction — Nasdaq completes $10.02B acquisition of Adenza from Thoma Bravo; appoints Holden Spaht to board

NASDAQ, INC.

Closed Adenza acquisition for ~$10.02B: 85.6M shares (~$4.25B) plus $5.77B cash.
Thoma Bravo lock-up: 50% shares released at 6 months, 50% at 18 months; nomination right if holds ≥10%.
Expects $80M net expense synergies in 2 years, $100M revenue synergies long-term; leverage target 4.0x in 18 months.
Appointed Thoma Bravo's Holden Spaht to Board, effective immediately, expanding board to 12 members.
New divisions: Capital Access Platforms, Market Services, Financial Technology (Capital Markets Tech & Regulatory Tech).

item 1.01 item 2.01 item 3.02 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Holden Spaht

Director

NDAQ · NASDAQ, INC.

Effective: 2023-11-01
Filed: November 3, 2023, 7:59 PM ET

On November 1, 2023, effective as of the closing of the Mergers, Mr. Spaht was appointed to the Board of Directors of Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Holden Spaht was appointed as Director at NASDAQ, INC..

Action: appointed
Role: Director

Exact text from the filing

On November 1, 2023, effective as of the closing of the Mergers, Mr. Spaht was appointed to the Board of Directors of Nasdaq.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NASDAQ, INC. completed an acquisition involving Adenza Holdings, Inc. for approximately $10.02 billion (closed 2023-11-01).

Action: acquisition
Counterparty: Adenza Holdings, Inc.
Consideration: approximately $10.02 billion
Closing: 2023-11-01

Exact text from the filing

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

View on SEC.gov

Browse all m&a transactions →

NASDAQ, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-270374

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.