Software focused private investment firm Thoma Bravo is aiming to raise up to $2.74bn by selling approximately half of its current shareholding in Nasdaq Inc as it looks to reduce its stake in the business acquired during a transaction last year, according to a report by Bloomberg.
The report cites unnamed sources familiar with the matter as revealing that the private equity firm is offering 41.6 million Nasdaq shares, as announced by the exchange operator on Friday. A Thoma Bravo affiliate is pricing the stock between $64.80 and $65.80 each, offering a discount of up to 3.2% from Nasdaq’s closing price of $66.96 per share on Friday, although the specifics of the offering could still change, according to a Bloomberg’s sources.
Nasdaq shares have risen by 15.2% so far this year.
Thoma Bravo acquired the shares in 2023 as part of a $10.5bn cash-and-stock deal when it sold software provider Adenza to Nasdaq. This transaction included a seat for Thoma Bravo on Nasdaq’s board and a 14.9% stake in the company, making it one of Nasdaq’s largest shareholders. The firm was subject to a lock-up agreement, preventing the sale of shares until a specified period had elapsed.
Nasdaq will not receive any proceeds from Thoma Bravo’s share sale. However, it has agreed to buy back 1.2 million shares from the seller, provided the total does not exceed $120m.
The proposed share sale represents about half of Thoma Bravo’s initial stake, with the firm set to retain approximately 42.8 million shares, or about 7.4% of Nasdaq’s outstanding stock, which will remain under a lock-up agreement until 1 May, 2025.
