.jpg)
The Nasdaq Stock Market, Inc. (Nasdaq:NDAQ) today announced that it has agreed to offer $425 million aggregate principal amount of 2.50% convertible senior notes due 2013. NASDAQ has also granted an option to the initial purchasers to purchase up to an additional $50 million in principal amount of notes to cover over-allotments. The interest rate on the notes will be 2.50% per year on the principal amount from February 26, 2008, payable semi-annually in arrears. Upon conversion, holders will receive, at the election of NASDAQ, cash, common stock or a combination of cash and common stock. The conversion rate will be 18.1386 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $55.13 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of specified events. The sale of the notes is expected to close on February 26, 2008. NASDAQ intends to use the net proceeds from this offering, available cash and borrowings under a new senior secured credit facility to fund its combination with OMX AB (publ) (OMX), investment in the Dubai International Financial Exchange and proposed acquisitions of The Philadelphia Stock Exchange, Inc. (PHLX) and the Boston Stock Exchange, as well as to repay certain indebtedness of OMX and PHLX, provide ongoing working capital and provide for other general corporate purposes.
The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
