(Bloomberg) — Thoma Bravo is seeking as much as $2.74 billion for about half of its shares in Nasdaq Inc., according to people familiar with the matter, as it looks to sell down the stake it acquired as part of a transaction last year.
Most Read from Bloomberg
The private equity firm is selling 41.6 million Nasdaq shares, according to a statement by the exchange operator Friday. A Thoma Bravo affiliate is offering the stock for between $64.80 and $65.80 each, the people said.
The shares are being offered at a discount of as much as 3.2% to Nasdaq’s Friday closing price of $66.96 per share, according to Bloomberg calculations. Nasdaq shares have climbed 15.2% this year.
Details of the offering could change, the people said, asking not to be identified as the information isn’t public. A representative for Nasdaq declined to comment, while representatives for Thoma Bravo didn’t immediately respond to requests for comment.
Thoma Bravo received the shares in 2023 when it sold software provider Adenza to the exchange operator in a cash-and-stock deal worth $10.5 billion. As part of the transaction, the private equity firm got a seat on Nasdaq’s board and a 14.9% stake, making it one of the company’s largest shareholders. Thoma Bravo was subject to a lock-up agreement that prevented it from selling before a certain period had elapsed.
Nasdaq will not receive any proceeds from Thoma Bravo’s share sale, the statement showed. It agreed to purchase 1.2 million of its stock from the seller, provided the amount doesn’t exceed $120 million, according to the statement.
The proposed share sale represents roughly half of the stake Thoma Bravo acquired in the deal. The firm is set to retain about 42.8 million shares, or roughly 7.4% of the outstanding stock, which is subject to a lock-up agreement until May 1, 2025, according to the statement.
While Nasdaq is the second-largest stock exchange in the US, it bills itself as a technology company. The New York-based firm offers data, analytics, software and other surveillance services to clients including investors as well as publicly traded and closely held companies.
Under Chief Executive Officer Adena Friedman’s leadership, Nasdaq has shifted its business model to become less dependent on revenue from data and transactions that tend to rise and fall with the markets. The goal of its Adenza acquisition was to boost Nasdaq’s growth by tapping new clients and expanding relationships with existing customers in finance and markets.
Goldman Sachs Group Inc. is the sole underwriter for the offering, the statement shows.
–With assistance from Redd Brown.
Most Read from Bloomberg Businessweek
©2024 Bloomberg L.P.
Read the full article here