DGAP-News: NASDAQ OMX Announces Debt Refinancing Actions
The NASDAQ OMX Group, Inc.
– Commences Tender Offer for 2.50% Convertible Senior Notes –
– Announces $1.2 Billion Credit Facility –
NEW YORK, Sept. 20, 2011 (GLOBE NEWSWIRE) — The NASDAQ OMX Group, Inc.
(–NASDAQ OMX–) (Nasdaq:NDAQ) today announced that it has commenced a cash
tender offer (the –Offer–) for any and all of the approximately $428 million
aggregate principal amount outstanding of its 2.50% Convertible Senior Notes
due 2013 (the –Convertible Notes–). Additionally, NASDAQ OMX announced its
entry into a $1.2 billion senior unsecured five-year credit facility, which
refinances its existing credit facilities due 2013. NASDAQ OMX expects to fund
purchases of Convertible Notes tendered in the Offer with cash flow from
operations and availability under the revolver in its new credit facility.
NASDAQ OMX will not incur additional debt as a result of this transaction.
Lee Shavel, Chief Financial Officer, said, –We are very pleased in this
environment to be able to pursue these transactions which reduce our overall
borrowing costs, extend the maturity profile of our debt obligations, increase
our revolver borrowing capacity and generate positive earnings per share
NASDAQ OMX is offering to purchase the Convertible Notes at a price of $1,025
for each $1,000 of principal amount of Convertible Notes tendered, plus accrued
and unpaid interest up to, but not including, the date the Convertible Notes
are purchased pursuant to the Offer. The Offer is not conditioned on any
minimum amount of Convertible Notes tendered, but is conditioned upon the
satisfaction of certain customary conditions, as more fully described in the
Offer to Purchase dated September 20, 2011 (the –Offer to Purchase–).
The Offer will expire at 12:00 midnight, New York City time, at the end of
October 18, 2011, unless extended (the –Expiration Time–). Any Convertible
Notes purchased pursuant to the Offer will be cancelled, and those Convertible
Notes will cease to be outstanding. Payment for the Convertible Notes validly
tendered and not validly withdrawn prior to the Expiration Time will occur
promptly after the Expiration Time. Such payment date is expected to be October
19, 2011. The complete terms and conditions of the Offer are set out in the
Offer to Purchase and the related Letter of Transmittal (the –Letter of
Transmittal–), which will each be filed today, September 20, 2011, with the
Securities and Exchange Commission as exhibits to a Schedule TO. Holders of
Convertible Notes may obtain copies of all of the documents relating to the
Offer, including the Offer to Purchase and the Letter of Transmittal, free of
charge at the SEC–s website (www.sec.gov) or NASDAQ OMX–s website
The settlement structure of the Convertible Notes permits settlement in cash
upon conversion, requiring a separate accounting for the liability and equity
components of the debt. As a result, the effective annual interest rate
associated with the Convertible Notes for the most recent quarterly results was
NASDAQ OMX has retained BofA Merrill Lynch and UBS Investment Bank to act as
dealer managers in connection with the Offer. For questions concerning the
terms of the Offer, BofA Merrill Lynch may be contacted at (980) 683-3215(collect) or (888) 292-0070 (toll free) and UBS Investment Bank may be
contacted at (203) 719-4210 (collect) or (888) 719-4210 (toll free). D. F. King&Co., Inc., has been appointed to act as the information agent and the
depositary for the Offer. For additional copies of the documents relating to
the Offer or for questions or requests for assistance regarding tenders of
Convertible Notes, D. F. King&Co., Inc. may be contacted at (212) 269-5550 or
NASDAQ OMX also announced today its entry into a $1.2 billion senior unsecured
five-year credit facility, which includes:
— A $750 million revolving credit commitment (including a swingline facility
and letter of credit facility), which is expected to remain unfunded until
the closing of the Offer for the Convertible Notes; and
— A funded $450 million senior unsecured term loan.
The new credit facility is part of a refinancing of NASDAQ OMX–s existing
credit facility, which has been terminated. The loans under the new credit
facility will have a variable interest rate based on the London Interbank
Offered Rate (LIBOR), plus an applicable margin that varies with NASDAQ OMX–s
debt rating. Based on NASDAQ OMX–s current debt rating, the current interest
rate is LIBOR plus 137.5 basis points. The credit facility matures on September
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Convertible Notes or any other securities. The Offer is made
only by and pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal. None of NASDAQ OMX, its management, its board of
directors, the information agent, the dealer managers, the depositary, nor any
other person makes any recommendation as to whether holders of Convertible
Notes should tender their Convertible Notes, and no one has been authorized to
make such a recommendation. Holders of Convertible Notes must make their own
decisions as to whether to tender their Convertible Notes, and, if they decide
to do so, the principal amount of Convertible Notes to tender.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding NASDAQ OMX–s
proposed offer. The forward-looking statements in this release are based on
information available at the time the statements are made and/or management–s
belief as of that time with respect to future events and involve risks and
uncertainties that could cause actual results and outcomes to be materially
different. These factors include NASDAQ OMX–s ability to consummate the Offer,
which is subject to numerous uncertainties, including but not limited to
satisfaction or waiver of all conditions to closing. The consummation of the
Offer may also be impacted by the other risks and uncertainties detailed in
NASDAQ OMX–s filings with the United States Securities and Exchange Commission.
While NASDAQ OMX may elect to update forward-looking statements in the future,
it specifically disclaims any obligation to do so, and therefore, you should
not rely on these forward-looking statements as representing our views as of
any date subsequent to today.
About NASDAQ OMX
The NASDAQ OMX Group, Inc. delivers trading, exchange technology and public
company services across six continents, with more than 3,500 listed companies.
NASDAQ OMX offers multiple capital raising solutions to companies around the
globe, including its U.S. listings market, NASDAQ OMX Nordic, NASDAQ OMX
Baltic, NASDAQ OMX First North, and the U.S. 144A sector. The company offers
trading across multiple asset classes including equities, derivatives, debt,
commodities, structured products and exchange-traded funds. NASDAQ OMX
technology supports the operations of over 70 exchanges, clearing organizations
and central securities depositories in more than 50 countries. NASDAQ OMX
Nordic and NASDAQ OMX Baltic are not legal entities but describe the common
offering from NASDAQ OMX exchanges in Helsinki, Copenhagen, Stockholm, Iceland,
Tallinn, Riga, and Vilnius. For more information about NASDAQ OMX, visit
http://www.nasdaqomx.com. *Please follow NASDAQ OMX on Facebook
(http://www.facebook.com/nasdaqomx) and Twitter
The information contained above is provided by The NASDAQ OMX Group, Inc. for
informational and educational purposes only, and nothing contained herein
should be construed as investment advice, either on behalf of a particular
security or an overall investment strategy. Neither The NASDAQ OMX Group, Inc.
nor any of its affiliates makes any recommendation to buy or sell any security
or any representation about the financial condition of any company. Statements
regarding NASDAQ-listed companies are not guarantees of future performance.
Actual results may differ materially from those expressed or implied. Past
performance is not indicative of future results. Investors should undertake
their own due diligence and carefully evaluate companies before investing.
ADVICE FROM A SECURITIES PROFESSIONAL IS STRONGLY ADVISED.
NASDAQ OMX Contacts:
INVESTOR RELATIONS CONTACT
+1 212 401 8742
MEDIA RELATIONS CONTACT
+1 212 231 5183
News Source: NASDAQ OMX
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Company: The NASDAQ OMX Group, Inc.
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