ICBC contributes to a 2022 $1.25 billion USD syndicated revolving credit facility to Nasdaq for refinancing and general corporate purposes

Project narrative

On November 24, 2014, a syndicate of 10 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $750,000,000.00 USD syndicated senior revolving credit facility (RCF) agreement with The NASDAQ OMX Group, Inc. (later renamed Nasdaq, Inc.) — a Delaware-incorporated American multinational financial services corporation that owns and operates stock exchanges, including the Nasdaq Stock Exchange which itself is listed on, and is headquartered in New York City, New York — for refinancing and general corporate purposes. This RCF included a $200,000,000.00 USD swingline sub-limit and an alternative currency sublimit of $150,000,000 USD (available currencies being between euros, British pound sterling, Norwegian kroners, Swedish kroners, Danish kroners, or other approved currencies). This unsecured RCF carried a maturity period of five years and a final maturity date of November 25, 2019 and a variable interest rate based on either LIBOR (or the equivalent rate if a non-LIBOR currency) or a base rate (the highest of the federal funds rate plus 0.5%, the LIBOR rate plus 1%, or a prime rate) plus a margin dependent on the borrower’s debt rating from S&P or Moody's, ranging from 0.875% for LIBOR or 0.000% for base rate loans if greater than or equal to A- or A3 to 1.375% for LIBOR or 0.375% for base rate loans if less than BBB- or Baa3. The commitment fee was also dependent on the debt rating, ranging from 0.125% at or greater A- or A3 to 0.400% for less than BBB- and Baa3. This RCF included financial covenants, namely a minimum interest expense coverage ratio and a maximum leverage ratio, and operating covenants including limitations the incurrence of indebtedness by the borrower's subsidiaries, a liens on assets of Nasdaq and its subsidiaries, entering into affiliate transactions, the disposition of assets by the borrower and its subsidiaries and the payment of distributions in respect of the borrower's capital stock. The RCF included an option for Nasdaq to propose an increase of the RCF by $500 million USD, subject to lender consent. The proceeds were to be used by the borrower to refinance its existing September 19, 2011 credit agreement, which was terminated, and for general corporate purposes. ICBC NY Branch committed $63,000,000.00 USD to the loan syndicate. Record ID#106502 captures ICBC's contribution. As of November 24, 2014, $122.5 million USD was drawn under the RCF. As of December 31, 2015, the RCF had a balance of $258 million USD. As of December 31, 2016, the borrower drew down $898 million USD of the RCF, $361 million USD was used to partially fund our acquisitions of Nasdaq CXC, Marketwired and Boardvantage, and $537 million USD was used for general corporate purposes. Then, on April 25, 2017, a syndicate of 10 banks — including ICBC NY Branch — entered into a $1,000,000,000 USD syndicated senior RCF agreement with Nasdaq, Inc. for refinancing and general corporate purposes. This RCF was divided into a $670,000,000 USD Tranche A and a $330,000,000 USD Tranche B. This RCF included an alternative currency sublimit of $150,000,000 USD ($100,500,000 USD for Tranche A, $49,500,000 USD for Tranche B) (available currencies being euros, British pound sterling, Norwegian kroners, Swedish kroners, Danish kroners, Canadian dollars or other approved currencies). This unsecured RCF carried a maturity period of five years and a final maturity date of April 25, 2022 and a variable interest rate based on either LIBOR (or the equivalent rate if a non-LIBOR currency) or a base rate (the highest of the federal funds rate plus 0.5%, the LIBOR rate plus 1%, or a prime rate) plus a margin dependent on the borrower’s debt rating from S&P or Moody's, ranging from 0.875% for LIBOR or 0.000% for base rate loans if greater than or equal to A- or A3 to 1.375% for LIBOR or 0.375% for base rate loans if less than BBB- or Baa3. The commitment fee was also dependent on the debt rating, ranging from 0.125% at or greater A- or A3 to 0.350% for less than BBB- and Baa3. This RCF included financial covenants, namely a minimum interest expense coverage ratio and a maximum leverage ratio, and operating covenants including limitations the incurrence of indebtedness by the borrower's subsidiaries, a liens on assets of Nasdaq and its subsidiaries, entering into affiliate transactions, the disposition of assets by the borrower and its subsidiaries and the payment of distributions in respect of the borrower's capital stock. The RCF included an option for Nasdaq to propose an increase of the RCF by $500 million USD, subject to lender consent. The proceeds were to be used by the borrower to refinance its existing November 24, 2014 credit agreement, which was terminated, and for general corporate purposes such as providing liquidity support for the repayment of commercial paper issued through its commercial paper program. ICBC NY Branch committed $85,000,000 USD to $670 million USD Tranche A. Record ID#106503 captures ICBC's contribution. As of December 31, 2017, this RCF had an outstanding balance of $110 million USD. As of December 31, 2018, this RCF had no outstanding balance. As of December 31, 2019, this RCF had no outstanding balance. Then, on December 21, 2020, a syndicate of 13 banks — including ICBC NY Branch — entered into a $1,250,000,000 USD syndicated senior RCF agreement with Nasdaq, Inc. for refinancing and general corporate purposes. This RCF was divided into a Tranche A and a Tranche B. This RCF included an alternative currency sublimit of $625,000,000 USD ($452,500,000 USD for Tranche A, $172,500,000 USD for Tranche B) (available currencies being euros, British pound sterling, Norwegian kroners, Swedish kroners, Danish kroners, Canadian dollars or other approved currencies). This unsecured RCF carried a maturity period of five years and a final maturity date of December 22, 2025 and a variable interest rate based on either LIBOR (or the equivalent rate if a non-LIBOR currency) or a base rate (the highest of the federal funds rate plus 0.5%, the LIBOR rate plus 1%, or a prime rate) plus a margin dependent on the borrower’s debt rating from S&P or Moody's, ranging from 0.875% for LIBOR or 0.000% for base rate loans if greater than or equal to A- or A3 to 1.400% for LIBOR or 0.400% for base rate loans if less than BBB- or Baa3. The commitment fee was also dependent on the debt rating, ranging from 0.125% at or greater A- or A3 to 0.350% for less than BBB- and Baa3. This RCF included a financial covenant that as of the last day of any period of four consecutive fiscal quarters, the leverage ratio of the borrower should not be greater than 3.50 to 1.00, subject to a step up to 4.50 to 1.00 upon consummation of the pending acquisition of Verafin (stepping down to 4.00 to 1.00 over time) and operating covenants including limitations the incurrence of indebtedness by the borrower's subsidiaries, a liens on assets of Nasdaq and its subsidiaries securing indebtedness of them, the disposition of assets by the borrower and its subsidiaries, or certain mergers and consolidations involving the borrower. The RCF included an option for Nasdaq to propose an increase of the RCF by $625 million USD, subject to lender consent. The proceeds were to be used by the borrower to refinance its existing April 25, 2017 credit agreement, which was fully repaid and terminated, and for general corporate purposes, including the acquisition of Verafin and share repurchases, to pay related fees, costs and expenses, and to provide liquidity support for the repayment of commercial paper issued through its commercial paper program. Record ID#106504 captures ICBC NY Branch's contribution. As of December 31, 2020, this RCF had no outstanding balance. On October 19, 2021, Bank of America as administrative agent entered into an amendment agreement with Nasdaq for the RCF, in which the parties agreed for the transition to non-LIBOR rates. As of December 31, 2021, this RCF had no outstanding balance. Then, on December 16, 2022, a syndicate of 13 banks — including ICBC NY Branch — entered into a $1,250,000,000 USD syndicated senior RCF agreement with Nasdaq, Inc. for refinancing and general corporate purposes. This RCF was divided into a Tranche A and a Tranche B. This RCF included an alternative currency sublimit of $625,000,000 USD ($452,500,000 USD for Tranche A, $172,500,000 USD for Tranche B) (available currencies being euros, British pound sterling, Norwegian kroners, Swedish kroners, Danish kroners, Canadian dollars or other approved currencies). This unsecured RCF carried a maturity period of five years and a final maturity date of December 16, 2027 and a variable interest rate based on either adjusted Term SOFR (or another rate, dependent on currency) or a base rate (the highest of the federal funds rate plus 0.5%, the LIBOR rate plus 1%, or a prime rate) plus a margin dependent on the borrower’s debt rating from S&P or Moody's, ranging from 0.775% for LIBOR or 0.000% for base rate loans if greater than or equal to A or A2 to 1.250% for LIBOR or 0.250% for base rate loans if less than or equal to BBB- or Baa3. The commitment fee was also dependent on the debt rating, ranging from 0.100% at or greater A or A2 to 0.250% for less than or equal to BBB- and Baa3. This RCF included a financial covenant that as of the last day of any period of four consecutive fiscal quarters, the leverage ratio not be greater than (i) 4.00 to 1.00 on or prior to March 31, 2023, and (ii) 3.50 to 1.00 after March 31, 2023, subject to up to two step-ups to 4.50 to 1.00 or 4.00 to 1.00 in connection with certain material acquisitions and negative covenants on the incurrence of indebtedness by the borrower's subsidiaries, liens on assets of the borrower and its subsidiaries securing its indebtedness, the disposition of assets by the borrower and its subsidiaries, and certain mergers and consolidations involving the borrower. The RCF had a built-in option to add key performance indicators (KPIs) with respect to certain environmental, social and governance (ESG) targets of the borrower and its subsidiaries, tying the performance against these KPIs so that certain adjustments, up to specified caps between 1.0 and 4.0 basis points, to the interest rate margin and commitment fee. The RCF included an option for Nasdaq to propose an increase of the RCF by $750 million USD, subject to lender consent. The proceeds were to be used by the borrower to amend-and-restate and refinance its existing December 21, 2020 credit agreement, which was terminated, and for general corporate purposes, including providing liquidity support for the repayment of commercial paper issued through its commercial paper program. Record ID#106505 captures ICBC NY Branch's contribution. In addition to ICBC, the following lenders contributed to the loan syndicate: Bank of America, N.A., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., the New York Branch of Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ) (SEB), Wells Fargo Bank, N.A., Citibank, N.A., Goldman Sachs Bank USA, HSBC Bank USA, N.A., Morgan Stanley Bank, N.A., the New York Branch of Svenska Handelsbanken AB (publ), and TD Bank, N.A.. Bank of America served as administrative agent and issuing bank. BofA Securities, Inc., JPMorgan Chase Bank, Mizuho Bank, the New York Branch of Nordea Bank ABP, SEB, and Wells Fargo Securities LLC served as joint lead arrangers, joint bookrunning managers, and syndication agents. ICBC NY Branch, Citibank, Goldman Sachs Bank USA, HSBC Bank USA, Morgan Stanley Senior Funding, Inc. and the New York Branch of Svenska Handelsbanken served as documentation agents. BofA Securities, Inc. served as sustainability coordinator. As of December 31, 2022, this RCF had no outstanding balance. As of December 31, 2023, this RCF had no outstanding balance.