This excerpt taken from the NDAQ 8-K filed Dec 21, 2006.
Item 1.01. Entry into a Material Definitive Agreement.
On December 20, 2006, The NASDAQ Stock Market LLC (Exchange), a wholly owned subsidiary of The Nasdaq Stock Market, Inc. (Nasdaq), entered into a transitional system and regulatory services agreement with National Association of Securities Dealers, Inc. (NASD). As described further below, and until the effectiveness of the transitional system and regulatory services agreement, NASD maintained voting control over Nasdaq through its ownership of the one outstanding share of Nasdaqs Series D Preferred Stock, par value $0.01 per share.
Under the transitional system and regulatory services agreement, the Exchange will perform certain functions formerly delegated to Nasdaq by NASD through the Plan of Allocation and Delegation of Functions by NASD to Subsidiaries (Delegation Plan). These functions include the operation of certain quotation, transaction execution and trade reporting services for non-Nasdaq-listed securities and the administration of related SEC rules. As it had under the Delegation Plan, NASD will continue to provide certain regulatory functions related to the services provided by the Exchange under the transitional system and regulatory services agreement.
The Exchange shall retain all revenues received, and pay all costs incurred, in connection with the services provided to NASD under the transitional system and regulatory services agreement. The Exchange shall pay NASD for costs associated with NASDs performance of the regulatory functions described above. The agreement is not expected to have any effect on Nasdaqs costs or revenues.
The agreement will terminate upon the earlier of the date on which (i) the Exchange begins to operate, without providing regulatory services to NASD, certain technology that will allow NASD to provide a facility for quoting and trade reporting for non-Nasdaq-listed securities or (ii) NASD commences using alternate technology to provide such a facility.
A copy of the transitional system and regulatory services agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
This excerpt taken from the NDAQ 8-K filed Aug 3, 2006.
Item 1.01. Entry into a Material Definitive Agreement.
The Nasdaq Stock Market, Inc. entered into a Letter Agreement with Anna Ewing, its Executive Vice President Operations & Technology and Chief Information Officer, effective as of July 28, 2006. The Letter Agreement provides enhanced severance benefits upon termination in connection with a change in control of Nasdaq. The Letter Agreement was approved by Nasdaqs Board of Directors, and the terms of the Letter Agreement were previously disclosed on Nasdaqs Form 8-K dated February 9, 2005. That description is incorporated by reference into this Form 8-K. The Letter Agreement contains substantially the same terms and conditions as the revised letter agreements that Nasdaq entered into with six other executive officers, effective as of March 23, 2005, which were previously disclosed on Nasdaqs Form 10-Q for the quarter ended March 31, 2005, filed on May 10, 2005.
A copy of the Letter Agreement is filed herewith and is incorporated herein by reference.
This excerpt taken from the NDAQ 8-K filed May 24, 2006.
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2006, The Nasdaq Stock Market, Inc. amended its credit facility by entering the following amended and restated credit agreements (the BOA Credit Facility).
Although the BOA Credit Facility remains largely unchanged, the amendments, among other things, (i) provide for lower applicable margins, (ii) provide for an increased allowance with respect to Permitted Acquisitions (as defined in the BOA Credit Facility), (iii) adjust the calculation of interest expense coverage ratio to account for the smaller amount of debt to be serviced by Nasdaq and (iv) eliminate the prepayment trigger with respect to return on capital on the stock of London Stock Exchange Group plc held by Nasdaq. As well, the amount borrowed under the term loan credit agreement was reduced by $665.2 million to $434.8 in connection with the prepayment of Nasdaqs net proceeds from its equity offering in April 2006.
The BOA Credit Facility provides for credit of up to $1.2598 billion of senior secured financing. The $1.2598 billion available under the BOA Credit Facility includes (1) a five-year $75.0 million revolving credit facility, with a letter of credit subfacility and swingline loan subfacility; (2) a six-year $750.0 million senior term loan facility; and (3) a six-year $434.8 million secured term loan facility structured as a delayed-draw term loan. Each of the term loan facilities are fully drawn. The interest rate on loans made under BOA Credit Facility is expected to be either (1) a rate per annum equal to the greater of (a) the rate announced from time to time by Bank of America, N.A. as its prime rate and (b) the federal funds effective rate plus 1/2 of 1% or (2) at the LIBO Rate used by Bank of America, N.A., in each case, plus an applicable margin that is subject to adjustment depending upon the ratings of the loans under the BOA Credit Facility most recently received by Moodys Investors Service, Inc. and Standard & Poors Ratings Group, Inc. or the amount of total indebtedness of Nasdaq under the BOA Credit Facility. Nasdaq has also agreed to pay customary fees and expenses related to the BOA Credit Facility and to provide customary indemnities.
The BOA Credit Facility amends and restates (i) Nasdaqs existing credit agreement, dated as of April 11, 2006, among Nasdaq, the financial institutions that are or may from time to time become parties thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager and (ii) Nasdaqs existing term loan credit agreement, dated as of April 11, 2006, among Nasdaq, Nightingale Acquisition Limited, the financial institutions that are or may from time to time become parties thereto, Banc of America Bridge LLC, as Administrative Agent, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager.
Nasdaqs obligations under the BOA Credit Facility will be secured by a security interest in and liens upon substantially all of the assets of Nasdaq and its subsidiaries. All of Nasdaqs domestic subsidiaries will be guarantors of its obligations under the BOA Credit Facility, excluding the regulated broker-dealer subsidiaries, the insurance-related subsidiaries and the trade reporting facility, which we expect to form in later in 2006.
The BOA Credit Facility contains customary negative covenants on Nasdaq and its subsidiaries, including the following:
The BOA Credit Facility also contains customary affirmative covenants, including access to financial statements, notice of trigger events and defaults, and maintenance of business and insurance, and events of default, as well as cross-defaults with both Nasdaqs $205.0 million convertible notes and $240.0 million convertible notes and associated warrants and any then outstanding subordinated debt.
Nasdaq is permitted to repay borrowings under the credit facility at any time in whole or in part, subject to Nasdaqs remaining in compliance with the covenants discussed above and Nasdaqs obligation to pay additional fees in certain circumstances. Beginning in 2007, Nasdaq also is required to use a percentage of its excess cash flow, as defined in the BOA Credit Facility and calculated with respect to the prior fiscal year, to repay loans outstanding under the BOA Credit Facility. The percentage of cash flow Nasdaq is required to use for repayments varies depending on Nasdaqs leverage ratio at the end of the year for which cash flow is calculated, with the maximum repayment percentage set at 50.0% of excess cash flow.
Copies of the Amended and Restated Credit Agreement and Amended and Restated Term Loan Credit Agreement are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
This excerpt taken from the NDAQ 8-K filed May 16, 2006.
Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2006, Nightingale Acquisition Limited, a private limited company formed under the laws of England and Wales and a wholly-owned subsidiary of The Nasdaq Stock Market, Inc., agreed to purchase 13,791,440 shares, or approximately 5.4% of the issued share capital, of the London Stock Exchange plc, at a price of GBP 12.48 per share. The total consideration represents approximately GBP 172.1 million, or $321.4 million, based on an exchange rate of 1.87 U.S. Dollars per British Pound as of May 10, 2006. Nasdaq agreed to purchase 10,291,440 of the LSE shares from UBS AG, and agreed to purchase the balance from other LSE shareholders. Nasdaq completed these share purchases on May 15, 2006.
Daniel Coleman, a member of Nasdaqs board of directors, is also the Joint Global Head of Equities at UBS Securities LLC, a broker-dealer subsidiary of UBS AG. All of the shares were purchased in ordinary market transactions with the terms determined through arms-length negotiation between the parties.
Nasdaq paid for these share purchases using $310.1 million available under its credit facility with affiliates of Bank of America, which became effective on April 18, 2006 and $11.3 million from cash on hand. The terms and conditions of the Bank of America credit facility are described in Nasdaqs Form 8-K, filed on April 17, 2006, and that description is incorporated herein by reference.
These share purchases bring Nasdaqs holding in the LSE to 61,681,720 shares, or approximately 24.1% of the issued share capital of the LSE.
This excerpt taken from the NDAQ 8-K filed May 11, 2006.
Item 8.01 Entry into a Material Definitive Agreement.
In connection with its registration statement on Form S-3 filed with the Securities and Exchange Commission on January 30, 2006, Nasdaq Stock Market, Inc. is filing the exhibit listed in Item 9.01 of this report.
This excerpt taken from the NDAQ 8-K filed May 9, 2006.
Item 1.01. Entry into a Material Definitive Agreement
On May 3, 2006, Nightingale Acquisition Limited, a private limited company formed under the laws of England and Wales and a wholly-owned subsidiary of The Nasdaq Stock Market, Inc., agreed to purchase 9,790,280 shares, or 3.8% of the issued share capital, of the London Stock Exchange plc, at a price of GBP 12.18 per share, from Wellington Management Company, LLP or its affiliates. The total consideration represents approximately GBP 119.2 million, or $220.7 million, based on an exchange rate of 1.85 U.S. Dollars per British Pound as of May 4, 2006. Nasdaq paid for the shares with cash on hand.
Wellington Management beneficially owns approximately 15.5 million shares, or 13.9% of the issued common stock, of Nasdaq. The share purchase was made in an ordinary market transaction with the terms determined through arms-length negotiation between the parties.
This share purchase brings Nasdaqs holding in the LSE to 47,890,280 shares, or 18.7% of the issued share capital, of the LSE.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.