Nasdaq completes senior notes offering to fund Verafin deal
Nasdaq, Inc. (NASDAQ:NDAQ) has informed the Securities and Exchange Commission (SEC) of the completion of a senior notes offering that aimed to raise funds for the acquisition of Verafin Holdings.
On December 21, 2020, Nasdaq, Inc. completed a public offering of $600,000,000 aggregate principal amount of 0.445% senior notes due 2022, $650,000,000 aggregate principal amount of 1.650% senior notes due 203, and $650,000,000 aggregate principal amount of 2.500% senior notes due 2040.
Nasdaq says it expects to use the net proceeds from the offering, together with cash on hand and proceeds of other debt, to fund the cash consideration payable by the company in connection with its pending acquisition of Verafin, to repay certain outstanding indebtedness of Verafin and its subsidiaries and to pay related expenses, and for general corporate purposes.
The 2022 Senior Notes will pay interest semiannually at a rate of 0.445% per annum and will mature on December 21, 2022. The 2031 Senior Notes will pay interest semiannually at a rate of 1.650% per annum and will mature on January 15, 2031. The 2040 Senior Notes will pay interest semiannually at a rate of 2.500% per annum and will mature on December 21, 2040.
If the pending acquisition of Verafin is not consummated on or before February 18, 2022 or the Company notifies the Trustee that (i) the transaction agreement relating thereto has been terminated in accordance with its terms prior to the consummation thereof or (ii) Nasdaq will not pursue the consummation of such acquisition, Nasdaq will be required to redeem the Senior Notes of each series at a redemption price equal to 101% of the aggregate principal amount of the Senior Notes of such series, plus accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date.
Let’s recall that, on November 19, 2020, Nasdaq announced that its entry into a definitive agreement to acquire Verafin for $2.75 billion in cash. The agreement will combine Verafin’s comprehensive suite of anti-financial crime management products with Nasdaq’s reach and established regulatory technology leadership to create a global SaaS leader in the fight against financial crime.
Verafin provides more than 2,000 financial institutions in North America a cloud-based platform to help detect, investigate, and report money laundering and financial fraud. Verafin’s products are powered by intelligent analytics and leverage machine learning, robust shared data insights and powerful visualization and investigation tools to increase detection accuracy and reduce costs for clients. Verafin emphasizes a holistic approach to eradicating financial crime and its platform supports a consortium of several of the largest global banks as they collaborate to detect financial crimes to support law enforcement investigations.
The acquisition strengthens Nasdaq’s existing regulatory technology and anti-financial crime solutions, which include its renowned Nasdaq Trade and Market Surveillance offering, its Buy-side Compliance product, as well as the Nasdaq Automated Investigator for anti-money laundering (AML).