Nasdaq Inc. agreed to buy Adenza, a risk management and regulatory software company for the financial services market, from software-focused private equity giant Thoma Bravo for approximately $10.5 billion. 

The deal comprises $5.75 billion in cash and 85.6 million shares of Nasdaq stock. Nasdaq has obtained bridge financing for the cash portion and plans to issue approximately $5.9 billion of debt and use the proceeds to replace the bridge commitment. 

Adenza was borne out of the merger between AxiomSL and Calypso Technology, which Thoma Bravo bought in 2020 and 2021, respectively. Thoma Bravo managing partner Holden Spaht will run the division, with the private equity group ultimately retaining a 14.9% stake. 

Nasdaq said it will be better positioned to provide “comprehensive support to financial institutions” across regulatory technology, compliance, and risk management. 

“This is an exceptional opportunity to acquire a leading software company that enhances Nasdaq’s position at the heart of the global financial system,” said Adena Friedman, Chair and Chief Executive Officer, Nasdaq. 

The addition of Adenza is expected to provide significant value creation over the medium and long term. Nasdaq expects to achieve an $80 million run-rate by the end of the second year. 

The transaction is also expected to add value through cross-sell opportunities, with an anticipated run-rate of $50 million in the medium term and $100 million over the long term. 

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