ICBC contributes to a $600 million USD syndicated loan to Nasdaq for the acquisition of Adenza Group

Project narrative

On June 28, 2023, a syndicate of 12 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $600,000,000 USD syndicated term loan credit agreement with 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 — to finance the acquisition of Adenza Group, Inc. This loan was unsecured and would be unfunded until the closing date of the acquisition. The loan carried a maturity period of three years from the closing date of the acquisition. This loan carried a variable interest rate based on Term SOFR (SOFR plus a margin of 0.10%) or an alternative base rate ((federal funds rate plus 0.50%, Term SOFR plus 1%, a prime rate, or 1.00%) plus a margin based on the borrower's debt rating from S&P and Moody's, ranging from 0.100% if greater than or equal to A to A2 or 0.225% if less than or equal to BBB- or Baa3 (the initial margin was 0.175% and the borrower used SOFR, so the initial interest rate was Term SOFR plus 0.10% plus 0.175%, or 0.275%). In addition to ICBC, the following lenders contributed to the loan syndicate: Bank of America, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Citibank, N.A., the New York Branch of Nordea Bank Abp, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., Skandinaviska Enskilda Banken AB (publ) (SEB), TD Bank, N.A., Wells Fargo Bank, National Association and, HSBC Bank USA, N.A.. Bank of America served as administrative agent. Goldman Sachs Bank USA, JPMorgan Chase Bank, BofA Securities, Inc., Mizuho Bank, the New York Branch of Nordea Bank, SEB, and Wells Fargo Securities LLC served as joint lead arrangers, joint bookrunning managers, and syndication agents. ICBC NY Branch, Citibank, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., and TD Bank, N.A. served as documentation agents. The proceeds were to be used by the borrower to partly finance the cash consideration for the acquisition of Adenza Group, for repayment of certain debt of Adenza and its subsidiaries, and to pay related fees, costs, and expenses. On November 1, 2023, the borrower drew down $599 million USD, net of fees, under the term loan for the acquisition, as such making the final maturity date falling in November 2026. In the fourth quarter of 2023, it made a repayment of $260 million USD. As of December 31, 2023, $399 million USD was outstanding under the loan. On June 10, 2023, Nasdaq entered into a definitive agreement to acquire Adenza Holdings, Inc., a Delaware-incorporated company with dual headquarters in London, United Kingdom and New York City, New York, providing risk management and regulatory software (via two platforms, AxiomSL and Calypso) to the financial services industry, from its sole shareholder from Thoma Bravo, LP, for $5.75 billion USD in cash and a fixed amount of 85,608,414 shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. The acquisition was completed on November 1, 2023, for a total purchase consideration of $9.984 billion USD, with each share of Nasdaq valued at $48.71 USD.