(Reuters) -Nasdaq said on Friday that private equity firm Thoma Bravo will sell 41.6 million shares in the transatlantic exchange operator in a secondary public offering.
The announcement sent Nasdaq shares down 2.8% after the bell.
Last year, Nasdaq struck a $10.5 billion cash-and-stock deal to acquire fintech company Adenza from Thoma Bravo, giving the private equity firm a significant stake in the exchange operator.
Based on Nasdaq’s latest close, the offering will raise $2.79 billion for top shareholder Thoma Bravo and reduce his stake to 7.4%, or 42.8 million shares.
According to LSEG data, Thoma Bravo currently has a nearly 14.9% stake in Nasdaq. After the share sale, it will become the exchange’s fifth largest shareholder.
According to the exchange, Thoma Bravo’s remaining shares in the company will be subject to an existing contractual lock-up until May 1, 2025.
Thoma Bravo’s listing of Nasdaq shares could be a positive catalyst to ease the stock’s overhang, Morgan Stanley analyst Michael Cyprys wrote in a note to clients last month.
Nasdaq has also entered into a share repurchase agreement with Thoma Bravo to repurchase 1.2 million of its shares, provided the total number of shares repurchased does not exceed $120 million.
The stock exchange will finance the simultaneous share buybacks using available cash and loans under the commercial paper program.
Earlier this year, Borse Dubai cut its stake in the exchange operator and relinquished its place as the company’s top shareholder to Thoma Bravo.
Upon completion of the offering, Borse Dubai will regain its place as Nasdaq’s largest shareholder.
Goldman Sachs is the sole bookrunning manager for the offering.
