NASDAQ OMX Group 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 2008 (July 24, 2008)
THE NASDAQ OMX GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number including area code: (212) 401-8700
No change since last report
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On July 24, 2008, The NASDAQ OMX Group, Inc. (NASDAQ OMX) completed its previously announced acquisition of Philadelphia Stock Exchange, Inc. (PHLX). NASDAQ OMX acquired all outstanding shares of PHLX common stock for an aggregate cash purchase price of approximately $695.7 million. As provided in the related merger agreement, the purchase price consisted of $652.0 million plus an adjustment of approximately $43.7 million for PHLXs estimated working capital surplus as of the date of the closing. This amount is subject to further adjustments following a full financial review, and we deposited $15.0 million of the approximately $43.7 million surplus amount into an escrow account until the final working capital adjustment is calculated. Upon closing of the acquisition, Pinnacle Merger Corporation, a wholly owned subsidiary of NASDAQ OMX, merged with and into PHLX, and PHLX became a wholly-owned subsidiary of NASDAQ OMX.
To finance its acquisition of PHLX, on July 24, 2008, NASDAQ OMX borrowed $650.0 million from a delayed draw term loan facility under our existing Credit Agreement, dated as of February 27, 2008, among NASDAQ OMX, as borrower, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent, collateral agent, swingline lender and issuing bank, JPMorgan Chase Bank, N.A., as syndication agent, and others. The terms and conditions of the Credit Agreement are set forth in NASDAQ OMXs Current Report on Form 8-K dated March 3, 2008.
NASDAQ OMX financed the remainder of the $695.7 million purchase price with cash on hand.
See Item 2.01, which is incorporated by reference.
On March 17, 2008, NASDAQ OMXs board of directors approved amendments to NASDAQ OMXs By-Laws that took effect upon our acquisition of PHLX on July 24, 2008. The By-Law amendments were adopted as a condition to regulatory approval of the transaction by the Securities and Exchange Commission (the SEC).
The By-Law amendments were intended to make certain governance provisions that are currently applicable to The NASDAQ Stock Market also applicable to PHLX and any other newly acquired self-regulatory organizations (SROs). The provisions collectively regulate the actions of NASDAQ OMX and its directors, officers and employees in light of its ownership of SROs. The amendments included the following:
On July 24, 2008, we also implemented an unrelated change to our By-Laws to clarify the definition of Non-Industry Director.
The text of the amended and restated By-Laws is attached to this Form 8-K as Exhibit 3.2.
On July 24, 2008, NASDAQ OMX issued a press release regarding the acquisition of PHLX. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(a) Financial Statements of Business Acquired.
Any required financial statements of PHLX will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Any required pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
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.
Dated: July 29, 2008