NDAQ » Topics » Other FINRA Related Party Transactions

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

Other FINRA Related Party Transactions

 

As discussed above, prior to December 20, 2006, we were a subsidiary of FINRA and transactions between Nasdaq and FINRA were considered related party transactions. The following transactions between Nasdaq and FINRA were entered into prior to December 20, 2006:

 

Preferred Stock. There were several preferred stock transactions with FINRA prior to December 20, 2006. See “Preferred Stock,” of Note 14, “Stockholders’ Equity,” for further discussion.

 

Public Offerings. In 2006, we completed a public offering of common stock owned by FINRA. See “Public Equity Offerings,” of Note 14, “Stockholders’ Equity,” for further discussion.

 

Trade Reporting Facility. To facilitate our operations as a national securities exchange, we formed the FINRA/NASDAQ TRF. Through the FINRA/NASDAQ TRF we continue to collect reports of trades executed by broker-dealers outside of our exchange. FINRA regulates the FINRA/NASDAQ TRF as one of its facilities. The FINRA/NASDAQ TRF began operating on August 1, 2006 for NASDAQ-listed securities and began operating in March 2007 for non-NASDAQ-listed securities. For further discussion of the FINRA/NASDAQ TRF, see Item 1. “Business—Products and Services, Market Services.”

 

Other. In October 2005, we transferred responsibility for the OTCBB, an electronic screen-based quotation service for securities that, among other things, are not listed on The NASDAQ Stock Market or any U.S. national

 

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The NASDAQ OMX Group, Inc.

 

Notes to Consolidated Financial Statements—(Continued)

 

securities exchange, back to FINRA, but agreed to continue to operate the OTCBB on a contract basis for two years, subject to renewals. We currently operate the OTCBB on a month to month basis.

 

In addition, Nasdaq Technology Services, LLC was established in 2004 and provides software, hosting and disaster recovery services to third parties. Effective November 1, 2004, Nasdaq Technology and FINRA entered into a contract for technology development support services for a fixed-income trade reporting platform. Revenues for the services are recorded in Other Market Services revenues.

 

Other FINRA Related Party
Transactions

 

As discussed above, prior to
December 20, 2006, we were a subsidiary of FINRA and transactions between Nasdaq and FINRA were considered related party transactions. The following transactions between Nasdaq and FINRA were entered into prior to December 20, 2006:

 

Preferred Stock. There were several preferred stock
transactions with FINRA prior to December 20, 2006. See “Preferred Stock,” of Note 14, “Stockholders’ Equity,” for further discussion.

SIZE="1"> 

Public Offerings. In 2006, we completed a public offering of common stock owned by FINRA. See “Public Equity
Offerings,” of Note 14, “Stockholders’ Equity,” for further discussion.

 

FACE="Times New Roman" SIZE="2">Trade Reporting Facility. To facilitate our operations as a national securities exchange, we formed the FINRA/NASDAQ TRF. Through the FINRA/NASDAQ TRF we continue to collect reports of trades executed by
broker-dealers outside of our exchange. FINRA regulates the FINRA/NASDAQ TRF as one of its facilities. The FINRA/NASDAQ TRF began operating on August 1, 2006 for NASDAQ-listed securities and began operating in March 2007 for non-NASDAQ-listed
securities. For further discussion of the FINRA/NASDAQ TRF, see Item 1. “Business—Products and Services, Market Services.”

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">Other. In October 2005, we transferred responsibility for the OTCBB, an electronic screen-based quotation service for securities that, among other
things, are not listed on The NASDAQ Stock Market or any U.S. national

 


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The NASDAQ OMX Group, Inc.

SIZE="1"> 

Notes to Consolidated Financial Statements—(Continued)

STYLE="margin-top:0px;margin-bottom:0px"> 



securities exchange, back to FINRA, but agreed to continue to operate the OTCBB on a contract basis for two years, subject to renewals. We currently operate
the OTCBB on a month to month basis.

 

In addition, Nasdaq
Technology Services, LLC was established in 2004 and provides software, hosting and disaster recovery services to third parties. Effective November 1, 2004, Nasdaq Technology and FINRA entered into a contract for technology development support
services for a fixed-income trade reporting platform. Revenues for the services are recorded in Other Market Services revenues.

 

STYLE="margin-top:0px;margin-bottom:0px">Other Related Party Transactions

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">NASDAQ Dubai is a related party, as NASDAQ Dubai is primarily owned by Borse Dubai, who through the completion of the Transactions, owns 19.99% of the
share capital of NASDAQ OMX, in addition to shares held by the Trust for their benefit. Included in the Consolidated Balance Sheet is our equity method investment in NASDAQ Dubai. See Note 3, “Business Combinations,” and Note 5,
“Equity Method Investments,” for further discussion of our investment in NASDAQ Dubai.

 

FACE="Times New Roman" SIZE="2">14. Stockholders’ Equity

 

SIZE="2">Common Stock

 

At December 31,
2008, 300,000,000 shares of our common stock were authorized, 202,188,144 shares were issued and 201,896,700 shares were outstanding. The holders of common stock are entitled to one vote per share except that our certificate of incorporation limits
the ability of any person to vote in excess of 5.0% of the then-outstanding voting interests in us. This limitation does not apply to persons exempted from this limitation by our board of directors prior to the time such person owns more than 5.0%
of the then-outstanding voting interests in us.

 

In connection
with our acquisition of INET, we acquired warrants to purchase our common stock that were originally purchased by INET from FINRA. In June 2006, we exercised these warrants. We paid FINRA approximately $0.7 million for these warrant shares, which
were immediately retired to common stock in treasury. These shares remain held in treasury stock at December 31, 2008.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">On February 27, 2008, we issued 60,561,515 shares of Nasdaq common stock to Borse Dubai and the Trust for Borse Dubai’s economic benefit in
connection with the OMX AB business combination. See Note 3, “Business Combinations,” for further discussion.

 

STYLE="margin-top:0px;margin-bottom:0px">Public Equity Offerings

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In the first quarter of 2006, we completed a public offering of 15,979,513 shares of common stock, of which we sold 8,042,142 shares issued from common
stock in treasury and FINRA and other selling stockholders sold 7,937,371 shares. We used a portion of the net proceeds obtained from this offering to fund the redemption of our Series C Cumulative preferred stock. See “Preferred Stock,”
below for further discussion.

 

In May 2006, we completed
another public offering of 18,500,000 shares of our common stock, for net proceeds of $665.2 million before deducting offering expenses. These proceeds were used to prepay a portion of the amount outstanding under our then-outstanding credit
facilities.

 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2009
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