Nasdaq To Buy Adenza From Thoma Bravo In $10.5 Bln Cash, Stock Deal

Nasdaq, Inc. (NDAQ), a financial technology company, announced Monday its definitive agreement to acquire Adenza from software investment firm Thoma Bravo for $10.5 billion in cash and shares of common stock.

Adenza is a provider of mission-critical risk management and regulatory software to the financial services industry.

The transaction is expected to close within six to nine months, subject to regulatory approvals and other customary closing conditions.

The acquisition is expected to enhance Nasdaq’s growth, margins, and revenue quality and deliver adjusted earnings per share accretion by the end of year two.

The deal consideration is comprised of $5.75 billion in cash and 85.6 million shares of Nasdaq stock. At the closing of the transaction, Nasdaq will issue the shares to the owners of Adenza, representing around 14.9 percent of the outstanding shares of Nasdaq.

Nasdaq said it has obtained fully committed bridge financing for the cash portion of the deal. The company further plans to issue around $5.9 billion of debt between signing and closing and use the proceeds to replace the bridge commitment.

Adenza was created through the combination of two global brands – Calypso and AxiomSL. Calypso serves capital markets participants with end-to-end treasury, risk, and collateral management workflows, and AxiomSL supports financial institutions with leading regulatory and compliance software.

The addition of Adenza is expected to complement Nasdaq’s Marketplace Technology and Anti-Financial Crime solutions.

Upon the deal closure, Holden Spaht, a Managing Partner at Thoma Bravo, would be appointed to Nasdaq’s Board of Directors, which will be expanded to twelve members.

In the deal, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors to Nasdaq.

Qatalyst Partners LP is serving as lead financial advisor to Thoma Bravo and Adenza.

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