NDAQ » Topics » Debt Issuance Costs

These excerpts taken from the NDAQ 10-Q filed May 8, 2009.

Debt Issuance Costs

In 2008, in conjunction with the issuance of the 2.50% convertible senior notes, we incurred debt issuance costs of $10 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. In connection with the early extinguishment of a portion of these notes, we recorded a pre-tax charge of $0.4 million for debt issuance costs. See “Early Extinguishment of Debt” above for further discussion. Amortization expense, which was recorded as additional interest expense for these costs, was immaterial for both the three months ended March 31, 2009 and 2008.

Debt Issuance Costs

In 2008, in conjunction with our Credit Facilities, we incurred debt issuance costs of $44 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense for these costs was $2 million for the three months ended March 31, 2009 and was immaterial for the three months ended March 31, 2008.

 

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These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.

Debt Issuance Costs

 

In conjunction with the issuance of the 2.50% convertible senior notes, we incurred debt issuance costs of $9.6 million. These costs, which are capitalized and included in other assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense, which was recorded as additional interest expense, was $1.5 million for the year ended December 31, 2008.

 

Debt Issuance Costs

 

In conjunction with our Credit Facilities, we incurred debt issuance costs of $43.7 million. These costs, which are capitalized and included in other assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was $6.7 million for the year ended December 31, 2008.

 

At December 31, 2008, we were in compliance with the covenants of all of our debt obligations.

 

In addition to the $75.0 million Revolving Credit Facility discussed above, we have credit facilities related to our clearinghouses in order to meet regulatory liquidity requirements. These credit facilities, which are

 

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The NASDAQ OMX Group, Inc.

 

Notes to Consolidated Financial Statements—(Continued)

 

available in multiple currencies, primarily Swedish Krona, totaled $245.8 million at December 31, 2008, of which $4.4 million was drawn and was included in other accrued liabilities in the Consolidated Balance Sheets.

 

Debt Issuance Costs

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In conjunction with the issuance of the 2.50% convertible senior notes, we incurred debt issuance costs of $9.6 million.
These costs, which are capitalized and included in other assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense, which was recorded as additional interest expense, was $1.5 million
for the year ended December 31, 2008.

 

This excerpt taken from the NDAQ 10-Q filed Nov 7, 2008.

Debt Issuance Costs

In conjunction with our Credit Facilities, we incurred debt issuance costs of $39.7 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was $2.0 million for the three months ended September 30, 2008 and $4.6 million for the nine months ended September 30, 2008.

At September 30, 2008, we were in compliance with the covenants of all of our debt obligations.

In addition to the $75.0 million Revolving Credit Facility discussed above, we have credit facilities related to our clearinghouses in order to meet liquidity requirements. These credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $224.1 million. Through SCCP we also have $40.0 million in lines of credit to provide margin financing to participants. The credit facilities and lines of credit were undrawn at September 30, 2008.

This excerpt taken from the NDAQ 10-Q filed Aug 8, 2008.

Debt Issuance Costs

In conjunction with our Credit Facilities, we incurred debt issuance costs of $38.5 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was $1.9 million for the three months ended June 30, 2008 and $2.6 million for the six months ended June 30, 2008.

At June 30, 2008, we were in compliance with the covenants of all of our debt obligations.

In addition to the $75.0 million Revolving Credit Facility discussed above, we also have credit facilities related to our clearinghouses in order to meet liquidity requirements. These credit facilities which are available in multiple currencies, primarily Swedish Krona, totaled $257.4 million at June 30, 2008, of which $6.8 million was drawn.

This excerpt taken from the NDAQ 10-Q filed May 9, 2008.

Debt Issuance Costs

In conjunction with our Credit Facilities, we incurred debt issuance costs of $37.7 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was immaterial for the three months ended March 31, 2008.

 

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At March 31, 2008, we were in compliance with the covenants of all of our debt obligations.

In addition to the $75.0 million Revolving Credit Facility discussed above, we also have credit facilities related to our clearinghouses in order to meet liquidity requirements. These credit facilities which are available in multiple currencies, primarily Swedish Krona, totaled $260.4 million at March 31, 2008, of which $6.3 million was drawn.

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

Debt Issuance Costs

 

In connection with the early extinguishment of the Credit Facilities on September 28, 2007, we recorded a pre-tax charge of $5.8 million for the loss on early extinguishment of debt, which is included in general, administrative and other expense in the Consolidated Statements of Income in 2007. As discussed above, we incurred debt issuance costs of $17.5 million in connection with the April 2006 Credit Facility. After the repayments in May and November 2006, which resulted in an acceleration of debt issuance costs of $9.7 million and amortization expense of $1.1 million in 2006, the unamortized balance of debt issuance costs was $6.7 million at December 31, 2006. These costs were included in other assets in the Consolidated Balance Sheets as of December 31, 2006.

 

Debt Issuance Costs

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In connection with the early extinguishment of the Credit Facilities on September 28, 2007, we recorded a pre-tax charge of $5.8 million for the loss
on early extinguishment of debt, which is included in general, administrative and other expense in the Consolidated Statements of Income in 2007. As discussed above, we incurred debt issuance costs of $17.5 million in connection with the April 2006
Credit Facility. After the repayments in May and November 2006, which resulted in an acceleration of debt issuance costs of $9.7 million and amortization expense of $1.1 million in 2006, the unamortized balance of debt issuance costs was $6.7
million at December 31, 2006. These costs were included in other assets in the Consolidated Balance Sheets as of December 31, 2006.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">Financing the Proposed Business Combination with OMX

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">New Credit Facilities

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In connection with the contemplated combination with OMX, Nasdaq has received a debt commitment letter, dated as of November 6, 2007 (the
“Commitment Letter”), from Bank of America, N.A. and JPMorgan Chase Bank, N.A. (collectively the “Banks”) for the commitment of debt financing consisting of term loan facilities and a revolving credit facility (collectively the
“ New Credit Facilities”). We expect the New Credit Facilities to provide for up to $2,075.0 million of senior secured loans, which will include (i) a five-year, $2,000.0 million senior secured term loan facility (the “Term Loan
Facility”), which consists of (a) an up to $1,050.0 million term loan facility allocated to the OMX combination (to the extent that less than 100% of the OMX shares are purchased on the OMX closing date, the remaining portion of this part
of the Term Loan Facility would be allocated to a delayed draw term loan facility that will be available for six months following the closing date to purchase the remaining OMX shares, if any, as well as to refinance certain existing debt of OMX and
its subsidiaries that is not refinanced on the closing date), (b) a $650.0 million delayed draw term loan facility allocated to the PHLX acquisition that will be available until July 31, 2008, and (c) a $300.0 million delayed draw
term loan facility that will be available for six months following the closing of the OMX combination to fund the proposed Nord Pool acquisition and (ii) a five-year, $75.0 million senior secured revolving credit facility, with a letter of
credit subfacility and swingline loan subfacility (the “Revolving Credit Facility”), which we expect to be undrawn at the closing of the OMX combination.

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In addition to providing financing for the combination with OMX and the acquisitions of PHLX and certain assets of Nord
Pool, we intend to use the debt financing under the New Credit Facilities to (i) pay fees and expenses incurred in connection with the transactions, (ii) repay certain indebtedness of OMX, PHLX and their respective subsidiaries and
(iii) provide ongoing working capital and provide for other general corporate purposes of The NASDAQ OMX Group and its subsidiaries.

 


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The Nasdaq Stock Market, Inc.

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Notes to Consolidated Financial Statements—(Continued)

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Borrowings under the New Credit Facilities (other than swingline loans) will bear interest, at our
option, at either (i) the base rate (the higher of the prime rate announced by the Bank of America, N.A, and the federal funds effective rate plus 0.50%), plus an applicable margin, or (ii) the LIBO rate (set by the British Bankers
Association LIBOR Rate), plus an applicable margin. We expect the interest rate on swingline loans made under the New Credit Facilities to be at the base rate, plus an applicable margin.

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We expect our obligations under the New Credit Facilities (i) to be guaranteed by each of the existing and future
direct and indirect material wholly-owned domestic subsidiaries of Nasdaq, subject to certain exceptions, and (ii) to be secured, subject to certain exceptions, by all the capital stock of each of our present and future subsidiaries (limited,
in the case of foreign subsidiaries, to 65.0% of the voting stock of such subsidiaries) and all of the present and future property and assets (real and personal) of Nasdaq and the guarantors.

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We expect the New Credit Facilities to contain customary negative covenants
applicable to Nasdaq and its subsidiaries, including the following:

 







  

limitations on the payment of dividends and redemptions of Nasdaq’s capital stock;

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limitations on changes in Nasdaq’s business;

 







  

limitations on amendment of subordinated debt agreements;

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limitations on prepayments, redemptions and repurchases of debt;

 







  

limitations on liens and sale-leaseback transactions;

 







  

limitations on mergers, recapitalizations, acquisitions and asset sales;

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limitations on transactions with affiliates;

 







  

limitations on restrictions on liens and other restrictive agreements; and

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limitations on loans, guarantees, investments, incurrence of debt and hedging arrangements.

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In addition, we expect the New Credit Facilities to contain financial
covenants, specifically, maintenance of a minimum interest expense coverage ratio and a maximum total leverage ratio, each to be defined in the New Credit Facilities.

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We expect the New Credit Facilities also to contain customary affirmative covenants, including access to financial
statements, notice of defaults and certain other material events, and maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness.

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We expect to be permitted to repay borrowings under the New Credit Facilities at any time in whole or in part, without
penalty. We also expect to be required to repay loans outstanding under the New Credit Facilities (i) with net cash proceeds from sales of property and assets of Nasdaq and its subsidiaries (excluding inventory sales and other sales in the
ordinary course of business) and casualty and condemnation proceeds, in each case subject to exceptions and thresholds to be agreed and subject to reinvestment rights; (ii) with net cash proceeds from the issuance or incurrence of additional
indebtedness other than indebtedness permitted by the New Credit Facilities; and (iii) with a percentage of our excess cash flow, and we expect the percentage of such excess cash flow we will be required to use for repayments will vary
depending on our leverage ratio at the end of the year for which cash flow is calculated, starting in 2008, with the maximum repayment percentage set at 50.0% of excess cash flow.

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The Commitment Letter provides that if definitive, signed bank finance documentation is not negotiated and signed by the
earlier of the closing date with respect to the OMX combination and April 15, 2008, Nasdaq and

 


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The Nasdaq Stock Market, Inc.

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Notes to Consolidated Financial Statements—(Continued)

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the Banks will execute and deliver an interim loan agreement in the form annexed to the Commitment Letter and provide New Credit Facilities in an aggregate
amount of up to $2,200 million thereunder.

 

This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

Debt Issuance Costs

 

As discussed above, we incurred debt issuance costs of $17.5 million in connection with the April 2006 Credit Facility. After the repayments in May and November 2006, which resulted in an acceleration of debt

 

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The Nasdaq Stock Market, Inc.

 

Notes to Consolidated Financial Statements—(Continued)

 

issuance costs of $9.7 million and amortization expense of $1.1 million in 2006, the unamortized balance of debt issuance costs was $6.7 million at December 31, 2006. These costs are included in other assets in the Consolidated Balance Sheets as of December 31, 2006.

 

"Debt Issuance Costs" elsewhere:

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