Nasdaq to Take Control of Calypso and AxiomSL Brands
Posted on 06/12/2023
The traditional stock exchanges are becoming financial data providers. London Stock Exchange Group (LSEG) took over Refinitiv (the Thomson Financial empire). Nasdaq, Inc. (Nasdaq: NDAQ) has spent time acquiring companies like Evestment.
Nasdaq entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, from software specialist private equity firm Thoma Bravo for US$ 10.5 billion in cash and shares of common stock. Upon the closing of the transaction, Holden Spaht, a Managing Partner at Thoma Bravo, is expected to be appointed to Nasdaq’s Board of Directors, which will be expanded to twelve members.
Adenza is a software company created through the combination of two brands – Calypso and AxiomSL. Calypso serves capital markets participants with end-to-end treasury, risk, and collateral management workflows, and AxiomSL supports financial institutions with regulatory and compliance software.
Adenza claims to have have approximately US$ 590 million of 2023 expected revenue.
Nasdaq is acquiring Adenza for US$ 10.5 billion, comprised of US$ 5.75 billion in cash and 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq has obtained fully committed bridge financing for the cash portion of the consideration and plans to issue approximately US$ 5.9 billion of debt between signing and closing and use the proceeds to replace the bridge commitment. At the closing of the transaction, Nasdaq will issue the shares to the owners of Adenza, which is a company controlled by Thoma Bravo, representing approximately 14.9% of the outstanding shares of Nasdaq.
The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close within six to nine months.
Advisors
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors to Nasdaq, with Goldman Sachs & Co. LLC serving as lead advisor. Bridge financing for the transaction has been provided by Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Nasdaq. Qatalyst Partners LP is serving as lead financial advisor to Thoma Bravo and Adenza, along with Barclays, Citi, Evercore, HSBC Securities (USA) Inc., Jefferies LLC, and Piper Sandler. Kirkland & Ellis LLP is serving as legal advisor to Thoma Bravo and Adenza.
Buy and Build
In July 2021, Thoma Bravo merged Calypso Technology Inc. and AxiomSL. In June 2021, Thoma Bravo acquired Calypso Technology from international private equity group Bridgepoint and global growth investor Summit Partners in a transaction valued at US$ 3.7 billion. Thoma Bravo acquired AxiomSL in October 2020.