Business Context and Reporting Period
This Form 8-K Current Report was filed by The NASDAQ OMX Group, Inc. on June 10, 2013, covering events occurring on June 4, 2013, and June 7, 2013. The filing details the execution of a public debt offering and the subsequent termination of a bridge financing facility to fund the acquisition of the eSpeed platform.
Key Financial Metrics and Capital Structure
- Debt Issuance: Issued and sold €600 million aggregate principal amount of 3.875% Senior Notes due 2021.
- Interest Rate: 3.875% per annum, payable annually.
- Maturity Date: June 7, 2021.
- Bridge Facility: Terminated a commitment for up to $800 million in senior unsecured bridge loans; no funds were drawn.
- Use of Proceeds: Net proceeds will fund the eSpeed acquisition consideration, related expenses, and general corporate purposes, potentially including debt repayment.
Note: This filing does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity positions.
Material Changes
The primary material change is the creation of a direct financial obligation through the issuance of €600 million in Senior Notes. Concurrently, the company terminated its $800 million bridge loan facility with multiple commitment parties (including Merrill Lynch, Bank of America, and Deutsche Bank) as the permanent financing was successfully secured.
Outlook, Risks, and Management Commentary
Management intends to utilize the net proceeds from the Senior Notes offering, alongside existing cash on hand and/or borrowings under its revolving senior credit facility, to complete the previously announced acquisition of the eSpeed platform. The filing notes that underwriters and commitment parties have provided and may continue to provide investment or commercial banking services to the registrant.
Key Facts for Investor Verification
- Confirmation of the closing of the €600 million Senior Notes offering on June 7, 2013.
- Verification that the $800 million bridge facility was fully terminated without any drawdown.
- Details regarding the specific allocation of proceeds toward the eSpeed acquisition versus general corporate purposes.
- Review of the Indenture and Supplemental Indenture (Exhibits 4.1 and 4.2) for covenants and repayment terms.