UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2013 (May 30, 2013)
The NASDAQ OMX Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| One Liberty Plaza, New York, New York | 10006 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: +1 212 401 8700
No change since last report
(Former Name or Former 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 30, 2013, The NASDAQ OMX Group, Inc. (“NASDAQ OMX”) borrowed $50,000,000 under the revolving loan portion of its $1.2 billion senior unsecured five-year credit facility, governed by the credit agreement entered into on September 19, 2011 (the “Credit Agreement”). For a summary of the material terms of the Credit Agreement, including payment, acceleration, recourse and interest provisions, which are incorporated into this Item 2.03 by reference, see Item 1.01 of NASDAQ OMX’s Current Report on Form 8-K filed on September 22, 2011.
The proceeds were used, along with cash on hand, to fund the acquisition of Thomson Reuters Investor Relations, Public Relations and Multimedia Solutions businesses, which was completed on May 31, 2013.
Item 8.01. Other Events.
On June 3, 2013, NASDAQ OMX issued a press release announcing the completion of its acquisition of Thomson Reuters Investor Relations, Public Relations and Multimedia Solutions businesses. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release dated June 3, 2013. |
SIGNATURES
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: June 3, 2013 | The NASDAQ OMX Group, Inc. | |||||
| By: | /S/ EDWARD S. KNIGHT | |||||
| Edward S. Knight Executive Vice President and General Counsel | ||||||
Exhibit 99.1
NASDAQ OMX Completes Acquisition of Thomson Reuters
Investor Relations, Public Relations and Multimedia Businesses
NASDAQ OMX to integrate businesses with Global Technology Solutions
Accretive to EPS within the first 12 months, excluding transaction-related costs
NEW YORK, June 03, 2013 — The NASDAQ OMX Group, Inc. (Nasdaq: NDAQ) today announced the completion of its acquisition of Thomson Reuters Investor Relations, Public Relations and Multimedia Solutions businesses, which provide insight, analytics and communications solutions. These complementary businesses will be integrated with NASDAQ OMX’s Global Technology Solutions business to create a differentiated client experience through a comprehensive portfolio of technology-driven solutions to more than to more than 10,000 clients worldwide.
“Through the powerful combination of the Market Technology and Corporate Solutions businesses, Global Technology Solutions will advance NASDAQ OMX’s position by leveraging global scale and distribution,” said Bob Greifeld, Chief Executive Officer. “The completion of this acquisition will expand our Corporate Solutions’ international footprint to roughly 10,000 clients in over 60 countries, while diversifying and expanding our recurring revenue base and delivering value to shareholders. We are pleased to welcome the people, products and services of Thomson Reuters to NASDAQ OMX.”
NASDAQ OMX announced its intent to acquire its Thomson Reuters Investor Relations, Public Relations and Multimedia Solutions businesses on December 12, 2012. On January 17, 2013, NASDAQ OMX announced that it would combine its Market Technology and Corporate Solutions businesses into a newly formed business unit, Global Technology Solutions. The Market Technology business provides technology and advisory services to over 70 marketplaces, clearing organizations and central securities depositories in over 50 countries as well as risk management and surveillance solutions to financial services firms. Corporate Solutions provides public and private companies with a portfolio of products and services that deliver critical market intelligence and communications solutions which help identify, target and communicate with stakeholders.
“NASDAQ OMX and Thomson Reuters have complementary, client-first cultures and a shared understanding of the investor relations, public relations and multimedia businesses,” said Anna Ewing, Executive Vice President, Global Technology Solutions. “We’re excited about the closing and the opportunity to create a globally-diversified solution suite for corporate professionals, with increased scale and attractive cross-selling opportunities for our listing and corporate clients. Through Global Technology Solutions, NASDAQ OMX will redefine technology as a source of competitive advantage for our clients.”
The Company expects the acquisition to be accretive to earnings within the first 12 months, excluding transaction-related costs, and to generate attractive returns on capital.
About NASDAQ OMX
The inventor of the electronic exchange, The NASDAQ OMX Group, Inc., fuels economies and provides transformative technologies for the entire lifecycle of a trade — from risk management to trade to surveillance to clearing. In the U.S. and Europe, we own and operate 26 markets, 3 clearinghouses and 5 central securities depositories supporting equities, options, fixed income, derivatives, commodities, futures and structured products. Able to process more than 1 million messages per second at sub-40 microsecond speeds with 99.999% uptime, our technology drives more than 70 marketplaces in 50 developed and emerging countries into the future, powering 1 in 10 of the world’s securities transactions. Our award-winning data products and worldwide indexes are the benchmarks in the financial industry. Home to approximately 3,400 listed companies worth $6 trillion in market cap whose innovations shape our world, we give the ideas of tomorrow access to capital today. Welcome to where the world takes a big leap forward, daily. Welcome to the NASDAQ OMX Century. To learn more, visit www.nasdaqomx.com. Follow us on Facebook (http://www.facebook.com/NASDAQ) and Twitter (http://www.twitter.com/nasdaqomx). (Symbol: NDAQ and member of S&P 500)
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the acquisition of Thomson Reuters Investor Relations, Public Relations and Multimedia businesses and NASDAQ OMX’s products and offerings. We caution that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ OMX’s control. These factors include, but are not limited to factors detailed in NASDAQ OMX’s annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.
CONTACT:
NASDAQ OMX Media Contact:
Joseph Christinat
+1 646 441 5121
Joseph.Christinat@nasdaqomx.com
NASDAQ OMX Media Contact:
Ryan Wells
+1 646 581 4286
Ryan.wells@nasdaqomx.com