ITEM 1.01 Entry into a Material Definitive Agreement.
On December 1, 2020, Nasdaq entered into Amendment No. 1 to Credit Agreement
(the "Amendment Agreement") with the lenders party thereto and Bank of America,
N.A., as administrative agent (the "Administrative Agent") amending that certain
Credit Agreement, dated as of April 25, 2017 (as in effect prior to the
Amendment Agreement, the "Existing Credit Agreement"), by and among Nasdaq, the
lenders and other parties from time to time party thereto and the Administrative
Agent.
The Amendment Agreement amends the Existing Credit Agreement to, among other
things, (i) provide that, subject to closing of the Acquisition in accordance
with the Purchase Agreement and the satisfaction of certain other customary
conditions, Nasdaq may borrow revolving loans thereunder for the purpose of
financing the Acquisition, repaying certain existing indebtedness of Verafin and
paying fees, costs and expenses in connection with the foregoing, (ii) increase
the maximum leverage ratio permitted thereunder from 3.50 to 1.00 to 4.50 to
1.00 upon consummation of the Acquisition (stepping down to 4.00 to 1.00 over
time), (iii) remove the interest coverage ratio financial covenant and (iv) make
certain other changes set forth therein.
The foregoing description of the Amendment Agreement does not purport to be
complete and is qualified in its entirety by reference to the terms of the
Amendment Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference under this Item 2.03.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment No. 1 to Credit Agreement, dated as of December 1, 2020, by
and among Nasdaq, Inc., the lenders party thereto, and Bank of America,
N.A., as Administrative Agent.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Report") contains forward-looking
information related to Nasdaq, Verafin and the proposed Acquisition that
involves substantial risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed or implied by such
statements. When used in this Report, words such as "intends", "plans", "will",
"believes", "expected", "projected" and similar expressions and any other
statements that are not historical facts are intended to identify
forward-looking statements. Forward-looking
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statements in this Report include, among other things, statements about the
potential benefits of the proposed Acquisition, Nasdaq's plans, objectives,
expectations and intentions, the financial condition, results of operations and
business of Nasdaq or Verafin, and the anticipated timing of closing of the
proposed Acquisition. Risks and uncertainties include, among other things, risks
related to the ability of Nasdaq to consummate the proposed Acquisition on a
timely basis or at all; Nasdaq's ability to secure regulatory approvals on the
terms expected, in a timely manner or at all; Nasdaq's ability to successfully
integrate Verafin's operations; Nasdaq's ability to implement its plans,
forecasts and other expectations with respect to Verafin's business after the
completion of the Acquisition and realize expected synergies; the ability to
realize the anticipated benefits of the proposed Acquisition, including the
possibility that the expected benefits from the proposed Acquisition will not be
realized or will not be realized within the expected time period; the impact of
Verafin's business model on Nasdaq's ability to forecast revenue results;
disruption from the proposed Acquisition making it more difficult to maintain
business and operational relationships; risks related to diverting management's
attention from Nasdaq's ongoing business operations; the negative effects of the
announcement or the consummation of the proposed Acquisition on the market price
of Nasdaq's common stock or on Nasdaq's operating results; significant
transaction costs; unknown liabilities; the risk of litigation or regulatory
actions related to the proposed Acquisition; future levels of Nasdaq's
indebtedness, including additional indebtedness that may be incurred in
connection with the proposed Acquisition; and the effect of the announcement or
pendency of the Acquisition on Verafin's business relationships, operating
results, and business generally.
Further information on these and other risks and uncertainties relating to
Nasdaq can be found in its reports filed on Forms 10-K, 10-Q and 8-K and in
other filings Nasdaq makes with the SEC from time to time and available at
www.sec.gov. These documents are also available under the Investor Relations
section of Nasdaq's website at http://ir.nasdaq.com/investor-relations. The
forward-looking statements included in this Report are made only as of the date
hereof. Nasdaq and Verafin disclaim any obligation to update these
forward-looking statements, except as required by law.
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