Nasdaq announced on Friday that private equity firm Thoma Bravo will sell 41.6 million shares in the exchange operator through a secondary public offering.
Following this news, Nasdaq shares fell by 2.8% after the market closed.
Last year, Nasdaq acquired fintech company Adenza from Thoma Bravo in a $10.5 billion cash-and-stock transaction, which gave the private equity firm a significant stake in the exchange.
Based on the latest Nasdaq share price, the sale will generate approximately $2.79 billion for Thoma Bravo, reducing its ownership in the company to 7.4%, or 42.8 million shares.
Thoma Bravo currently holds a nearly 14.9% stake in Nasdaq, according to LSEG data. After the sale, it will become the fifth-largest shareholder in the exchange.
The remaining shares held by Thoma Bravo will be subject to an existing lock-up agreement until May 1, 2025.
“Thoma Bravo-held Nasdaq shares coming to the market could be a positive catalyst to relieve an overhang on the shares,” wrote Morgan Stanley analyst Michael Cyprys in a note to clients last month.
In addition, Nasdaq has entered into a share repurchase agreement with Thoma Bravo, agreeing to buy back 1.2 million shares, provided the total value of shares repurchased does not exceed $120 million.
Nasdaq plans to finance this buyback using its existing cash reserves and borrowings under its commercial paper program.
Earlier this year, Borse Dubai reduced its stake in Nasdaq, losing its position as the top shareholder to Thoma Bravo.
With the completion of the share offering, Borse Dubai is expected to regain its position as Nasdaq’s largest shareholder. Goldman Sachs is acting as the sole book-running manager for this offering.