Acquisitions and Divestiture

2019 Acquisition

Acquisition of Cinnober

In 2018, we made an all cash recommended public offer to the shareholders and warrant holders of Cinnober, a major Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide. In December 2018, we increased our offer to SEK 87 per share and SEK 121 per warrant, or approximately $220 million. In January 2019, Nasdaq completed the offer and as of February 2019 controls approximately 99.6% of the total number of shares in Cinnober. Through compulsory acquisition procedures, Nasdaq intends to acquire 100% of the Cinnober shares outstanding. It is not currently known when the proceedings will be completed and when Nasdaq will be able to acquire the Cinnober shares that are the subject of the proceedings. Cinnober is part of our Market Technology segment.

Nasdaq used cash on hand to fund this acquisition.

2018, 2017 and 2016 Acquisitions and 2018 Divestiture

We completed a divestiture in April 2018 and several acquisitions during the years ended December 31, 2018, 2017 and 2016 and included the financial results of such acquisitions in our consolidated financial statements from the respective acquisition dates.

2018 Acquisitions

Acquisition of Quandl

In November 2018, we acquired Quandl, Inc., a leading provider of alternative and core financial data. Quandl is part of our Information Services segment.

Nasdaq used issuances of commercial paper to fund this acquisition.

Acquisition of RedQuarry

In October 2018, we acquired the assets of RedQuarry. RedQuarry is part of our Information Services segment.

2018 Divestiture

In April 2018, we sold our Public Relations Solutions and Digital Media Services businesses which were part of our Corporate Solutions business to West Corporation and recognized a pre-tax net gain on the sale of $33 million, net of disposal costs ($14 million after tax), which includes a post-closing working capital adjustment of $8 million ($5 million after tax) recorded in September 2018. The total net pre-tax gain is included in net gain on divestiture of businesses in the Consolidated Statements of Income for 2018.

As of December 31, 2017, the assets and liabilities of the above businesses were held for sale. See Note 4, “Assets and Liabilities Held For Sale,” for further discussion.

Through a multi-year partnership with West, Nasdaq will continue to provide eligible Nasdaq-listed clients with access to public relations, webcasting and webhosting products and services as part of the terms of the transaction.

As part of the terms of the transaction, we are providing transition services to West, such as technology, finance and facilities related services until mid-2019, and the compensation received for such transition services is being reflected as a reduction to the underlying expenses incurred by Nasdaq to provide such transition services.

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2017 Acquisitions



	Purchase Consideration		Total Net Liabilities Acquired			Total Net Deferred Tax Liability			Acquired Intangible Assets		Goodwill
	(in millions)
eVestment	$	744	$	(10	)	$	(96	)	$	405	$	445

The amounts in the table above represent the final allocation of purchase price. The allocation of the purchase price was subject to revision during the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. In October 2018, we recorded a measurement period adjustment related to our acquisition of eVestment which is discussed below under “Acquisition of eVestment.” The allocation of the purchase price for eVestment was finalized in October 2018.

See “Intangible Assets” below for further discussion of intangible assets acquired in the eVestment acquisition.

Acquisition of eVestment

In October 2017, we acquired eVestment for $705 million. The aggregate cash consideration of $744 million, which is net of cash acquired of $22 million, included $39 million of estimated tax benefits associated with the transaction. We acquired net liabilities, at fair value, totaling $10 million and we recorded a net deferred tax liability of $104 million, which is net of the $39 million in estimated tax benefits associated with the transaction. The deferred tax liability recorded of $143 million relates to differences in the U.S. GAAP and tax basis of our investment in eVestment. In October 2018, we recorded a measurement period adjustment of $8 million to the estimated fair value of deferred tax assets to reflect a revised assessment following the receipt of new information. The adjustment resulted in an increase to deferred tax assets recorded and a decrease to goodwill. The adjustment did not result in an impact to our Consolidated Statements of Income. eVestment is part of our Information Services segment.

Nasdaq used cash on hand and issuances of commercial paper to fund this acquisition.

Acquisition of Sybenetix

In September 2017, we acquired Sybenetix which is part of our Market Technology segment.

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2016 Acquisitions



	Purchase Consideration		Total Net Assets (Liabilities) Acquired			Total Net Deferred Tax Liability			Acquired Intangible Assets		Goodwill
	(in millions)
ISE	$	1,070	$	83		$	(185	)	$	623	$	549
Boardvantage	242		28			(38		)	111		141
Marketwired	111		(1		)	(5		)	31		86
Nasdaq Canada	116		6			(20		)	76		54

The amounts in the table above represent the final allocation of purchase price for each acquisition. The allocations of the purchase price were subject to revision during the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. We finalized the allocation of the purchase price for Marketwired and Nasdaq Canada in February 2017. In the second quarter of 2017, we finalized the allocation of the purchase price for Boardvantage and ISE. There were no adjustments to the provisional values during the 12-month measurement period for Nasdaq Canada and ISE. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million related to our acquisition of Marketwired which is discussed below under “Acquisition of Marketwired.” In the second quarter of 2017, we recorded a measurement period adjustment of $7 million related to our acquisition of Boardvantage which is discussed below under “Acquisition of Boardvantage.”

See “Intangible Assets” below for further discussion of intangible assets acquired through our 2016 acquisitions.

Acquisition of ISE

In June 2016, we acquired ISE for $1,070 million. We acquired net assets, at fair value, totaling $83 million and recorded a net deferred tax liability of $185 million, comprised of a deferred tax liability of $266 million and a deferred tax asset of $81 million, related to differences in the U.S. GAAP and tax basis of our investment in ISE. ISE is part of our Market Services, Information Services and Market Technology segments.

In May 2016, we issued the 2023 Notes and in June 2016, we issued the 2026 Notes to fund this acquisition. See “1.75% Senior Unsecured Notes,” and “3.85% Senior Unsecured Notes,” of Note 9, “Debt Obligations,” for further discussion.

Acquisition of Boardvantage

In May 2016, we acquired Boardvantage for $242 million ($197 million in cash paid plus $45 million in working capital adjustments, which primarily includes cash acquired). We acquired net assets, at fair value, totaling $28 million and recorded a net deferred tax liability of $45 million, comprised of a deferred tax liability of $46 million and a deferred tax asset of $1 million, related to differences in the U.S. GAAP and tax basis of our investment in Boardvantage. In the second quarter of 2017, we recorded a measurement period adjustment of $7 million to the estimated fair value of deferred tax assets to reflect a revised assessment following the receipt of new information. The adjustment resulted in an increase to deferred tax assets recorded and a decrease to goodwill. The adjustment did not result in an impact to our Consolidated Statements of Income. Boardvantage is part of our Corporate Solutions business within our Corporate Services segment.

Nasdaq borrowed $197 million under the revolving credit commitment of a previous credit facility to fund this acquisition.

Acquisition of Marketwired

In February 2016, we acquired Marketwired for $111 million ($109 million in cash paid plus $2 million in working capital adjustments). We acquired net liabilities, at fair value, totaling $1 million and recorded a deferred tax liability of $10 million related to differences in the U.S. GAAP and tax basis of our investment in Marketwired. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million to the estimated fair value of deferred tax liabilities to reflect a revised assessment following the receipt of new information. The adjustment resulted in a decrease to both deferred tax liabilities recorded and goodwill. The adjustment did not result in an impact to our Consolidated Statements of Income. Marketwired was part of our Corporate Solutions business within our Corporate Services segment.

Nasdaq borrowed $109 million under the revolving credit commitment of a previous credit facility to fund this acquisition.

Acquisition of Nasdaq Canada

In February 2016, we acquired Nasdaq Canada for $116 million ($115 million in cash paid plus $1 million in working capital adjustments). We acquired net assets, at fair value, totaling $6 million and recorded a deferred tax liability of $20 million related to differences in the U.S. GAAP and tax basis of our investment in Nasdaq Canada. Nasdaq Canada is part of our Market Services segment and our Data Products business within our Information Services segment.

Nasdaq used cash on hand and borrowed $55 million under the revolving credit commitment of a previous credit facility to fund this acquisition.

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Intangible Assets

The following table presents the details of significant acquired intangible assets at the date of each acquisition. All acquired intangible assets with finite lives are amortized using the straight-line method.



	2017			2016
	eVestment			ISE			Boardvantage			Marketwired			Nasdaq Canada
	($ in millions)
Exchange registrations	$	—		$	467		$	—		$	—		$	—
Discount rate used	—			8.6		%	—			—			—
Estimated average useful life	—			Indefinite			—			—			—
Customer relationships	$	378		$	148		$	103		$	29		$	76
Discount rate used	9.3		%	9.1		%	15.5		%	16.4		%	10.3		%
Estimated average useful life	14 years			13 years			14 years			6 years			17 years
Trade name	$	13		$	8		$	2		$	2		$	—
Discount rate used	9.2		%	8.6		%	15.0		%	15.8		%	—
Estimated average useful life	8 years			Indefinite			1 year			2 years			—
Technology	$	14		$	—		$	6		$	—		$	—
Discount rate used	9.2		%	—			15.5		%	—			—
Estimated average useful life	8 years			—			5 years			—			—
Total intangible assets	$	405		$	623		$	111		$	31		$	76

Exchange Registrations

As part of our acquisition of ISE we acquired exchange registrations. The exchange registrations represent licenses that provide ISE with the ability to operate its options exchanges.

Nasdaq views these intangible assets as a perpetual license to operate the exchanges so long as ISE meets its regulatory requirements. Nasdaq selected a variation of the income approach called the Greenfield Approach to value the exchange registrations. The Greenfield Approach refers to a discounted cash flow analysis that assumes the buyer is building the exchange from a start-up business to a normalized level of operations as of the acquisition date. This discounted cash flow model considers the required resources and eventual returns from the build-out of operational exchanges and the acquisition of customers, once the exchange registrations are obtained. The advantage of this approach is that it reflects the actual expectations that will arise from an investment in the registrations and it directly values the registrations. The Greenfield Approach relies on assumptions regarding projected revenues, margins, capital expenditures, depreciation, and working capital during the 2 year pre-trade phase, the 10 year ramp-up period, as well as the terminal period.

In developing a discount rate for the exchange registrations, we estimated a weighted-average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.

Customer Relationships

As part of all of our 2017 and 2016 acquisitions, we acquired customer relationships. Customer relationships represent the non-contractual and contractual relationships with customers.

Methodology

For our 2017 and 2016 acquisitions, customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.

Discount Rate

The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.

For our acquisitions of eVestment, Marketwired and Nasdaq Canada, a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

Estimated Useful Life

We estimate the useful life based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method.

Trade Names

As part of our acquisitions of eVestment and ISE, we acquired trade names. These trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in these trade names are a valuable asset to Nasdaq.

Methodology

The eVestment and ISE trade names were valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the trade name and discounted to present value.

Discount Rate

The discount rates used reflect the amount of risk associated with the hypothetical cash flows for each trade name relative to the overall business as discussed above in “Customer Relationships.”

Estimated Useful Life

We have estimated the useful life of the eVestment trade name to be 8 years and the estimated useful life of the ISE trade name to be indefinite based on the number of years the name has been in service, its popularity within the industry, and our intention to continue to use it in the branding of products.

Technology

As part of our acquisitions of eVestment and Boardvantage, we acquired developed technology.

Methodology

The developed technologies were valued using the income approach, specifically the RFRM as discussed above in “Trade Names.”

Discount Rate

The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.”

Estimated Useful Life

We have estimated the useful life of the eVestment technology to be 8 years and the estimated useful life of the Boardvantage technology to be 5 years.

Pro Forma Results and Acquisition-related Costs

The consolidated financial statements for the years ended December 31, 2018, 2017 and 2016 include the financial results of the above 2018, 2017 and 2016 acquisitions from the date of each acquisition. Pro forma financial results have not been presented since these acquisitions both individually and in the aggregate were not material to our financial results.

Acquisition-related costs for the transactions described above were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.