NASDAQ to Buyback Notes, Refinance - Analyst Blog
September 22 2011 - 10:52AM
Zacks
On Tuesday, NASDAQ OMX Group Inc. (NDAQ)
announced a cash tender offer for its outstanding 2.5% Convertible
Senior Notes due 2013. The company will purchase the notes at a
premium of $25 for every note of face value $1000. It will also pay
the accrued and unpaid interest up to the date of purchase.
The total principal value of the outstanding notes is $428
million. NASDAQ will fund the purchase with a combination of cash
earned from operations and borrowings made under a new credit
facility, which was announced on the same day. The company will
cancel all the notes purchased under the offer.
The offer is open till October 18, 2011 and will expire at
midnight as per New York City time on the same day. Payment for
validly tendered notes is expected to be made by NASDAQ on October
19, 2011 and Bank of America Corporation (BAC) and
UBS AG (UBS) will manage the offer. NASDAQ filed
the Offer to Purchase and the Letter of Transmittal with the
Securities and Exchange Commission on September 20, 2011.
The company also entered a new $1.2 billion senior unsecured
credit facility on the same day, which will mature on September 19,
2016. The new facility will not increase NASDAQ’s debt. The
five-year credit facility consists of a $450 million senior
unsecured term loan and a $750 million revolving credit
commitment.
Revolving credit commitment means that the lender will be
obliged to participate in swing loans and Letters of Credit issued
for the account of NASDAQ. The commitment is expected to be funded
after the expiry of the cash purchase offer.
Apart from financing the note purchase, the new credit facility
will also be used to refinance the existing credit facility of
NASDAQ, which was due in 2013 but has been terminated prematurely.
The interest rate on the new facility is variable and consists of
the London Interbank Offered Rate (LIBOR) and a variable margin
based on NASDAQ’s debt rating. The interest rate is LIBOR+ 1.375%
at present.
The two transactions will not only reduce NASDAQ’s borrowing
cost but also increase its borrowing capacity. Additionally,
reduced borrowing cost will lead to higher earnings per share.
Moreover, the term to maturity of the company’s debt will be
increased.
The refinancing may be linked to the new capital plan that
NASDAQ announced last week. The new plan will be implemented from
the fourth quarter of 2011.
The company intends to buy back shares under the new plan to
take advantage of the declining share price. NASDAQ has been
witnessing sharp market price declines on account of the ongoing
economic volatility and increased competition from rivals like
NYSE Euronext Inc.(NYX) and CME Group
Inc. (CME).
NASDAQ currently carries a Zacks #3 Rank, implying a short-term
Hold rating.
On Wednesday, the shares of the company closed at $24.18, down
2.11%, on the New York Stock Exchange.
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