Slide 1: Nasdaq to Acquire Adenza
Nasdaq to Acquire Adenza Accelerating Nasdaq’s Transformation as a Leading Technology Provider to the Global Financial System June 12, 2023
Slide 2: Advancing Nasdaq's Vision
Advancing Nasdaq’s Vision
Slide 3: Adenza Advances Nasdaq's Client-Centric Approach and Long-Term Strategic Framework
Adenza Advances Nasdaq’s Client- Centric Approach and Long-Term Strategic Framework + Core Purpose We advance economic Together we will continue to enhance the progress for all resilience of financial institutions in their service to investors and consumers Long-Term Vision We will be the trusted Ad
Slide 4: Adenza: A Mission-Critical Risk Management and Regulatory Software Provider
Adenza: A Mission-Critical Risk Management and Regulatory Software Provider to the Financial Services Industry Technology Solutions • Serves a diverse global set of banks, brokers, asset managers, and financial Front-to-Back Liquidity & Regulatory market infrastructure companies with Trade Analytics
Slide 5: A Highly Compelling Strategic Acquisition
A Highly Compelling Strategic Acquisition ✓ Represents a milestone in Nasdaq’s transformational journey to becoming a software and technology platform company ✓ Supercharges Nasdaq’s ability to modernize markets with a risk and regulatory technology platform serving banks, brokers, investment manage
Slide 6: Attractive Financial Benefits Drive Shareholder Value
Attractive Financial Benefits Drive Shareholder Value High Growth High Quality Better Together Expense Increases Solutions Businesses1 Adds high-margin, durable Revenue synergies synergies by end organic revenue growth outlook revenue stream in long-term of year 2 +100bps 80% $80M $100M to 8-11% ove
Slide 7: Optimal Organizational Structure to Deliver for Nasdaq's Clients and Shareholders
Optimal Organizational Structure to Deliver for Nasdaq’s Clients and Shareholders Pre-Acquisition Post-Acquisition Adenza Surveillance Anti-Financial Financial Surveillance Crime Fraud & AML Technology Fraud & AML Marketplace Technology Marketplace Technology Market Market Trading Services Platforms
Slide 8: Nasdaq's Segments Reflect Diversified Business Model
Nasdaq’s Segments Reflect Diversified Business Model Pre-acquisition Post-acquisition Capital Market Market Access Services Capital Platforms Platforms Access Platforms 23% 44% 41% 2022 2023E 47% Net revenue1 Net revenue1 36% Solutions 9% Solutions Businesses Businesses Financial 71% 77% Technology
Slide 9: Introducing Adenza
Introducing Adenza
Slide 10: Adds Diverse Suite of Mission-Critical Software and Technology Across Risk and Reg-Tech
Adds Diverse Suite of Mission-Critical Software and Technology Across Risk and Reg-Tech Consolidated Front-to-Back Risk Management Treasury Front Office Risk Management Cash Management Capital Markets Collateral Middle Office & Risk Post Trade Processing Management Streamlined Risk & Regulatory Capi
Slide 11: Uniquely Positioned in Large and Fast-Growing Markets
Uniquely Positioned in Large and Fast-Growing Markets Adenza's Large & Expanding Serviceable & Total Addressable Markets ($US) 1 $21B TAM 2027E $16B 1 TAM 2 ~40% 2022 Growing 6% Increase in per year1 Nasdaq’s SAM 1 SAM 3 to $34B $10B 2022 Growing 8% per year1 1 Source: Oliver Wyman outside-in analys
Slide 12: Powerful Secular Trends Drive Growth
Powerful Secular Trends Drive Growth Market Reforms Simplification • Multi-year adoption Digitization and programs (LIBOR, UMR, ISO20022) Modernization • Trading electronification, Regulation • Large sell-side clients T+1, convergence of consolidate platforms for exchange-traded and OTC • Move to Cl
Slide 13: Proven Ability to Deepen Our Trusted Client Relationships
Proven Ability to Deepen Our Trusted Client Relationships Regulatory Reporting Solution Risk Management Solution US-based G-SIB Global Tier 1 Bank Why Adenza? Desire for scalable platform with no business disruption Cross-asset platform; Open API Comprehensive coverage and ability to support large v
Slide 14: Example: Basel IV Reform will Require Broad Program Deployment by Banks Globally
Example: Basel IV Reform will Require Broad Program Deployment by Banks Globally What is Happening? How are Banks Preparing? How Adenza provides the critical solution • Provide proven, compliant platform • Regulators are preparing to propose • Extensive testing of systems and with rapid deployment f
Slide 15: Unlocks High-Value Cross-Sell and Growth Opportunities
Unlocks High-Value Cross-Sell and Growth Opportunities $50M of run-rate revenue synergies over the medium term $100M over the long term Expand Capabilities Accelerate Global Drive Two-Way Accelerate Cloud For Our Existing Expansion Cross-Sell Conversion Client Segments • Deliver full suite of • Pull
Slide 16: Enhancing our Financial Profile
Enhancing our Financial Profile
Slide 17: Transforming Nasdaq into a Leading Technology Provider to the Global Financial System
Transforming Nasdaq into a Leading Technology Provider to the Global Financial System Deal Terms & Timing Financing & Leverage • Purchase price of $10.5B, comprised of $5.75B in cash and fixed 85.6M • ~$5.9B debt issuance, with ~4.7x leverage at close shares1 of Nasdaq common stock • We expect inves
Slide 18: Highly Aligned with Nasdaq's Disciplined Acquisition Criteria
Highly Aligned with Nasdaq’s Disciplined Acquisition Criteria ▪ Accelerates Nasdaq’s strategy as a leading technology provider to the global financial Delivers Tight Strategic system and Cultural Alignment ▪ Joins two client-centric, results-oriented, and innovative cultures Enhances Performance ▪ I
Slide 19: Fundamentally Enhancing Nasdaq's Strong Growth Profile
Fundamentally Enhancing Nasdaq’s Strong Growth Profile Change in Nasdaq Pro forma basis points 71% 77% Solutions Businesses as % of Total Revenue LTM1 2023E +600 56% 60% ARR as % of Total Revenue LTM1 2023E +400 Solutions Businesses Organic Revenue Growth Outlook 7-10% 8-11% +100 55% 57% Adjusted EB
Slide 20: Clear Path to Substantial Expense Savings
Clear Path to Substantial Expense Savings $80M of run-rate net expense synergies by year 2 Functional Product Location Vendor & Real Alignment Rationalization Optimization Estate Centralize key sales, Align products to Provide high value Consolidate vendor client service, and focus on client-centric
Slide 21: Successful Track Record of Acquisitions Since 2014
Successful Track Record of Acquisitions Since 2014 Acquisition Transaction Objectives Achieved / Exceeded ▪ Establish Nasdaq as the global leader in the fight against financial crime ✓ ▪ Accelerate Nasdaq’s ongoing evolution into a SaaS technology provider ▪ Enhance performance by adding to Nasdaq’s
Slide 22: Capital Allocation Strategy Supports Sustainable Value Creation
Capital Allocation Strategy Supports Sustainable Value Creation Rapid Dividend Consistent Leverage Growth Plan Share ` Reduction Intact Repurchases Expect to partially offset deal dilution with Committed to reduce leverage to Remain on track to steadily increase additional buybacks 4.0x in 18 months
Slide 23: Proven Ability to Deleverage Following Acquisitions
Proven Ability to Deleverage Following Acquisitions Following eVestment and Verafin acquisitions leverage1 increased to ~3.5x Within two years, deleveraged to 2.6x Gross leverage acquisition acquisition 3.5x 3.3x 3.1x 3.0x 2.6x 2.6x 2017 2018 2019 2020 2021 1Q23 1 Refer to the "Supplemental Informat
Slide 24: Building From a Position of Strength
Building From a Position of Strength Solutions Businesses Non-GAAP Non-GAAP Total Leverage Organic Revenue Growth Operating Margin¹ Diluted EPS¹ >3x +500 +15% >20% Reduction Acceleration Basis points increase CAGR 3.3x 52% $2.66 10% 2.7x 47% $1.32 3% 2017 2018-2022 2017 2022 2017 2022 2017 2022 Avg.
Slide 25: Accelerating Nasdaq's Transformation as a Leading Technology Provider
Accelerating Nasdaq’s Transformation as a Leading Technology Provider to the Global Financial System Accelerates Nasdaq’s strategy to be the trusted fabric of the world’s 1 financial system Increases Nasdaq’s serviceable addressable market by approximately 2 40% to $34 billion, supported by strong s
Slide 26: Appendix: Additional Adenza Information
Appendix: Additional Adenza Information
Slide 27: Capital Markets Overview: Consolidated Front-to-Back Trading, Operations & Treasury
Capital Markets Overview: Consolidated Front-to-Back Trading, Operations & Treasury Front Office Middle Office Post Trade Treasury Collateral, Clearing and Risk Processing Margin, Sec Fin ▪ Sales Tools ▪ Credit & Market ▪ Confirmations ▪ Funding & Liquidity ▪ ETD & OTC ▪ Clearing Operations ▪ Cross-
Slide 28: Regulatory Solutions Overview: Most Comprehensive Functional and Geographic Coverage
Regulatory Solutions Overview: Most Comprehensive Functional and Geographic Coverage of Any Vendor Reg. Reporting Capital and Liquidity Global Shareholding Trade & Transaction ESG Credit Disclosure Reporting Local and Regional Capital Calculations Regulatory Liquidity Shareholding Monitoring Regime
Slide 29: Adenza Historical Financials at a Glance
Adenza Historical Financials at a Glance Adjusted Revenue1 Adjusted EBITDA1 $M $M Margin: 45% 56% 57% $519 $452 $297 $393 $255 $177 2020 2021 2022 2020 2021 2022 1 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation. 29
Slide 30: Appendix: Non-GAAP Reconciliations
Appendix: Non-GAAP Reconciliations
Slide 31: Summary of Historical Financial Results
Appendix Summary of Historical Financial Results Non-GAAP Results 1 2017 2018 2019 2020 2021 2022 (US$ Millions, except EPS) Solutions Businesses Revenues $1,429 $1,598 $1,737 $1,928 $2,344 $2,552 Trading Services Net Revenues 684 772 740 932 1,037 1,019 Other Revenues 298 156 58 43 39 11 Net Revenu
Slide 32: Organic Revenue Growth
Appendix Organic Revenue Growth Total Variance Organic Impact Other Impact (1) All figures in US$ Millions Current Prior-year $ % $ % $ % Period Period Solutions Businesses 2022 2,552 2,344 208 9% 227 10% (19) (1)% 2021 2 2,356 1,940 416 21% 295 15% 121 6% 2020 3 1,962 1,770 192 11% 168 9% 24 1% 201
Slide 33: Adenza Historical Non-GAAP reconciliation
Appendix Adenza Historical Non-GAAP reconciliation (US$ Millions) 2020 2021 2022 Adenza Revenues(1) $413 $463 $514 Purchase accounting adjustments(2) 1 19 - Russian contracts(3) (9) (14) 6 Impact of foreign currency (4) (12) (16) (1) Adjusted Adenza Revenues 393 452 519 Adenza Net Loss (1) (5) (73)
Slide 34: Adenza Historical Non-GAAP reconciliation footnotes
Appendix Adenza Historical Non-GAAP reconciliation footnotes Background: In December 2020 Thoma Bravo acquired AxiomSL. In July 2021, Calypso merged with AxiomSL to form Adenza. 1 Adenza Results – Results prior to the merger of AxiomSL and Calypso show the combined results of the two companies for t
Slide 35: Cautionary Note Regarding Forward-Looking Statements
Appendix Cautionary Note Regarding Forward-Looking Statements This communication contains forward-looking information related to Nasdaq, Adenza and the proposed acquisition of Adenza by Nasdaq that involves substantial risks, uncertainties and assumptions that could cause actual results to differ ma
Slide 36: Supplemental Information and Non-GAAP Measures
Appendix Supplemental Information and Non-GAAP Measures Annualized Recurring Revenue (ARR) for a given period is the annualized revenue derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature or where the contract valu
Slide 37: Non-GAAP Measures
Appendix Non-GAAP Measures This communication includes certain Nasdaq historic non-GAAP financial measures, including organic revenue growth, non-GAAP operating margin, non-GAAP diluted EPS, and non-GAAP EBITDA margin. Adenza historic non-GAAP measures include adjusted revenue and adjusted EBITDA an