Wachtell Lipton Rosen & Katz and Kirkland & Ellis Advised Acquisition Deal of Nasdaq-Adenza
Wachtell Lipton Rosen & Katz and Kirkland & Ellis have acted and advised in the acquisition deal of Nasdaq’s over Thoma Bravo-owned software company Adenza for $10.5 billion.
Wachtell advised Nasdaq, which is the exchange operator’s largest acquisition to date and comes as it pushes to diversify and become a more tech-focused business under chief executive officer Adena Friedman.
While, Kirkland advised its longtime client Thoma Bravo and Adenza.
Wachtell’s team was led by New York Corporate Partner duo David Lam and Mark Veblen and included partners David Kahan (compensation and benefits), Gregory Pessin (finance), Joshua Holmes (tax), Ian Boczko (insurance) and Ralph Levene (litigation) alongside a supporting cast of counsel and associates.
Whereas Kirkland team was led by Corporate Partners Peter Stach, Corey Fox and Brett Nelson and included Capital Markets Partners Brad Reed, Michael Keeley and Cot Eversole, Debt Finance Partners Fred Lim and Patrick Loughery, Tax Partners Kevin Coenen and Adam Kool and technology and intellectual property Transactions Partner Aaron Lorber alongside a trio of associates.
Among the many major deals, the Adenza acquisition is the latest in line on which Kirkland has advised. The Chicago-based Thoma Bravo is one of the largest private equity firms in the world with more than $114 billion in assets.
In 2022, Kirkland advised it on the sale of education software provider Frontline Education to Roper Technologies for $3.73 billion, its $6.9 billion acquisition of identity security firm SalePoint and its purchase of business planning software company Anaplan for $10.4 billion.
As part of the latest agreement, Nasdaq will acquire Adenza for a total of $5.75 billion in cash and 85.6 million shares of Nasdaq common stock.
The exchange operator said Adenza, which provides risk management and regulatory software to banks and brokerages, is expected to bring in around $590m in annual 2023 revenue.
According to Nasdaq it would issue around 15 per cent of its outstanding shares to the owners of Adenza upon completion of the deal, expected in six to nine months.
The exchange operator also stated it had obtained fully committed bridge financing for the cash portion of the transaction and plans to issue approximately $5.9 billion of debt between signing and closing and use the proceeds to replace the bridge commitment.
Goldman Sachs and JP Morgan Securities are serving as financial advisors to Nasdaq, with Goldman Sachs serving as lead advisor.
Bridge financing for the transaction has been provided by Goldman Sachs Bank USA and JPMorgan Chase Bank.
In the meantime, Qatalyst Partners is serving as lead financial advisor to Thoma Bravo and Adenza, along with Barclays, Citi, Evercore, HSBC Securities (USA), Jefferies and Piper Sandler.