-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZqvik57AWlugx23Lg9Rha7EStBjinb6LNVMZBlJIcVeMzAmpe7L/KJuNdWDIjUE TfG0NcgfaoQeJR2enf4gcw== 0001209191-05-023218.txt : 20050502 0001209191-05-023218.hdr.sgml : 20050502 20050502185401 ACCESSION NUMBER: 0001209191-05-023218 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050422 FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NASDAQ STOCK MARKET INC CENTRAL INDEX KEY: 0001120193 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 521165937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2128584750 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILVER LAKE INVESTORS LP CENTRAL INDEX KEY: 0001099154 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 05792399 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL RD STREET 2: STE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners TSA LP CENTRAL INDEX KEY: 0001325820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 05792400 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors II LLC CENTRAL INDEX KEY: 0001325822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 05792401 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners II TSA LP CENTRAL INDEX KEY: 0001325821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 05792402 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 bpa08371_bpa6.xml MAIN DOCUMENT DESCRIPTION X0202 3 2005-04-22 0 0001120193 NASDAQ STOCK MARKET INC NDAQ 0001325821 Silver Lake Partners II TSA LP 2725 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001325822 Silver Lake Technology Investors II LLC 2725 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001325820 Silver Lake Partners TSA LP 2725 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 0001099154 SILVER LAKE INVESTORS LP 2725 SAND HILL ROAD SUITE 150 MENLO PARK CA 94025 0 0 1 0 3.75% Series A Convertible Notes due 2012 14.50 Common Stock, par value $0.01 per share ("Common Stock") 9749281 I See Series A Warrants (Right to buy Common Stock) 14.50 Common Stock 1523325 I See See footnote 1 in Exhibit A See footnote 2 in Exhibit A See footnote 3 in Exhibit A See footnote 4 in Exhibit A See footnote 5 in Exhibit A /s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates II, L.L.C., as general partner of Silver Lake Partners II TSA, L.P. 2005-05-02 /s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Management, L.L.C., as managing member of Silver Lake Management Company, L.L.C., as manager of Silver Lake Technology Investors II, L.L.C. 2005-05-02 /s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Partners TSA, L.P. 2005-05-02 /s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Investors, L.P. 2005-05-02 EX-99 2 bpa08371_bpa7exhibita.htm ADDITIONAL EXHIBITS Exhibit A

EXHIBIT A

(1)   Subject to the immediately following sentence, the 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) are convertible on or after April 22, 2006; provided, that they may be converted earlier in connection with a tender or exchange offer for Common Stock or a transaction or agreement, which, if consummated, would result in a merger or consolidation of The Nasdaq Stock Market, Inc. (the “Company”) or the sale, lease or other transfer of all or substantially all of the consolidated assets of the Company in a transaction specified in clause (ii) (a “Specified Transaction”) of the definition of “Fundamental Change” included in the Indenture, dated as of April 22, 2005 (the “Indenture”), between the Company and Law Debenture Trust Company of New York, as trustee. The Series A Notes may not be converted prior to five business days after a meeting of the Company stockholders (the “Stockholders Meeting”) duly called to consider the approval of the issuance of a portion of the shares of Common Stock issuable upon the conversion of the Series A Notes. The Company has agreed to hold the Stockholders Meeting as promptly as reasonably practicable and in any event no later than July 22, 2005.

(2)   The Series A Notes have a maturity date of October 22, 2012. If any of the following events occur, the Series A Notes will be redeemed by the Company for a price equal to the Adjusted Issue Price (as defined in the Indenture) of the Series A Notes to be redeemed plus any accrued and unpaid interest to, but not including, such redemption date: (x) (a) the Agreement and Plan of Merger among the Company, Norway Acquisition Corp. and Instinet Group Incoroprated (the “Merger Agreement”) is terminated on or prior to October 24, 2005 and (b) (i) the Company has not entered into a transaction or agreement that is still in effect on October 24, 2005 which, if consummated, would result in a Specified Transaction involving consideration equal to or greater than $26 per share of Common Stock or (ii) if the Company has entered into a transaction or agreement that is still in effect on October 24, 2005 which, if consummated, would result in a Specified Transaction involving consideration less than $26 per share of Common Stock and no third party has commenced and has outstanding on October 24, 2005 a tender or exchange offer for all of the Company’s outstanding Common Stock for consideration equal to or greater than $26 per share of Common Stock or (y) if the Merger Agreement has not terminated on or prior to October 24, 2005, the date (if any) which is the earlier to occur of (a) the date that the Merger Agreement is terminated and (b) April 22, 2006 if the Merger (as defined in the Merger Agreement) has not been completed prior to such time. In addition, if the majority of the votes cast at the Stockholders Meeting are voted against the issuance of a portion of the shares of Common Stock issuable upon the conversion of the Series A Notes, the Company will repurchase $3,869,502.05 in aggregate principal amount of the Series A Notes beneficially owned by Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P. and Silver Lake Investors, L.P. (collectively, the “SLP Partnerships”) for a repurchase price equal to 105% of such aggregate principal amount, plus any accrued and unpaid principal interest thereon.

(3)   The Series A Notes and the Series A Warrants to acquire Common Stock (the “Series A Warrants”) are directly owned by Norway Acquisition SPV, LLC, which is a wholly owned subsidiary of Norway Holdings SPV, LLC (“Norway Holdings”). Pursuant to the limited liability company agreement of Norway Holdings, the SLP Partnerships have sole voting and dispositive power with respect to, and the sole pecuniary interest in, the reported securities.

(4)   Subject to the immediately following sentence, the Series A Warrants are exercisable on or after April 22, 2006; provided, that they may be exercised earlier in connection with a tender or exchange offer or a Specified Transaction that does not result in the redemption of the Series A Notes. The Series A Warrants may not be exercised prior to five business days after the Stockholders Meeting. The Company has agreed to hold the Stockholders Meeting as promptly as reasonably practicable and in any event no later than July 22, 2005.

(5)   Unless earlier redeemed as provided in the immediately following sentence, the Series A Warrants terminate upon the third anniversary of the closing date of the Merger. If any of the following events occur, the Series A Warrants will be redeemed by the Company for a price equal to the dollar amount representing the product of (a) the fraction (i) the numerator of which shall be the amount of shares subject to the Series A Warrants and (ii) the denominator of which shall be the aggregate amount of shares subject to all Series A Warrants multiplied by (b) the sum of (i) $205,000,000 minus (ii) the aggregate Adjusted Issue Price of the Series A Notes: (x) (a) the Merger Agreement is terminated on or prior to October 24, 2005 and (b) (i) the Company has not entered into a transaction or agreement that is still in effect on October 24, 2005 which, if consummated, would result in a Specified Transaction involving consideration equal to or greater than $26 per share of Common Stock or (ii) if the Company has entered into a transaction or agreement that is still in effect on October 24, 2005 which, if consummated, would result in a Specified Transaction involving consideration less than $26 per share of Common Stock and no third party has commenced and has outstanding on October 24, 2005 a tender or exchange offer for all of the Company’s outstanding Common Stock for consideration equal to or greater than $26 per share of Common Stock or (y) if the Merger Agreement has not terminated on or prior to October 24, 2005, the date (if any) which is the earlier to occur of (a) the date that the Merger Agreement is terminated and (b) April 22, 2006 if the Merger (as defined in the Merger Agreement) has not been completed prior to such time.

-----END PRIVACY-ENHANCED MESSAGE-----