Nasdaq, Inc. (NDAQ) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to Adenza Acquisition Announcement Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker to Ato Garrett, SVP, Investor Relations. Please go ahead.

Good morning, everyone. Thank you for joining us on short notice to discuss the announcement of Nasdaq's acquisition of Adenza. On the line are Adena Friedman, our Chair and CEO; Ann Dennison, our CFO; Tal Cohen, our President of Market Platforms; and John Zecca, our Chief Legal Risk and Regulatory Officer. After prepared remarks, we will open up the call to Q&A. The press release and presentation are available on our website, and we will reference slides throughout the remarks. We intend to use the website as a means of disclosing material, nonpublic information and complying with SEC disclosure obligations. We'd like to remind you that certain statements in this presentation and ensuing Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the means of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements are contained in our press release and periodic reports filed with the SEC. All forward-looking statements speak only as of today, June 12, 2023, and Nasdaq assumes no obligation to update or revise any forward-looking statements. Please refer to our press release and presentation for further information regarding forward-looking statements. I will now turn the call over to Adena.

Thank you, Ato, and good morning, everyone. Thank you for joining us to discuss a major milestone in Nasdaq's transformational journey. This morning, we're pleased to announce that Nasdaq has entered into a definitive agreement to buy Adenza, a risk management and regulatory software technology provider to financial institutions globally. This acquisition is a tremendous opportunity for Nasdaq for several reasons. The addition of Adenza truly advances our vision to become the trusted fabric of the world's financial system. It accelerates our strategy as a leading technology partner to clients. And ultimately, it enhances Nasdaq's overall financial profile across a number of key metrics, including growth, quality of revenue, margins and cash flow. I'm excited to share our plans to supercharge Nasdaq's capabilities across critical functions, asset classes and geographies. So let's dive in. So I'll begin on Slide 3. At our Investor Day in November, we spent a lot of time discussing Nasdaq's direction and the journey we've been on since 2017 to become a leading technology provider. Since that point, every decision we've made has been through the lens of advancing our value proposition, to deliver trusted platforms that improve the liquidity, transparency and integrity of the global economy. That focus on liquidity, transparency and integrity is the foundation of our business and determine Nasdaq's strategic priorities. With this as a guide, we have succeeded in first, allocating capital to our highest growth opportunities to deliver the greatest value to our clients and shareholders. Second, shaping the company through strategic acquisitions and divestitures, including the acquisitions of eVestment, Verafin and now Adenza. And third, expanding the capabilities of our solutions businesses to serve corporates, investment managers, exchanges and banks and brokers worldwide. Those durable fee-based solutions businesses represent a growing portion of our overall revenue and has helped position Nasdaq as a scaled technology company. Nasdaq today is in a position of great strength. We're scaled at $3.5 billion in revenue with 7% ARR growth, and we're highly efficient with the 55% EBITDA margin. We generate strong durable cash flows, and we have a very healthy balance sheet at 2.7x debt-to-EBITDA leverage ratio. We've also repositioned the business to center on our capital allocation across 3 investment themes that I mentioned earlier, liquidity, transparency and integrity. We're open -- we're operating in a dynamic environment, but in times of our economic uncertainty, the strongest companies have unique opportunities to play offense. And in that context, we've been evaluating ways to grow and scale our business in line with our strategic thesis. Adenza stood out as a company with a tremendous financial profile and technology solutions that fit squarely into our strategic focus areas. To help you understand how we arrived at the decision to approach Thoma Bravo about Adenza, I want to jump for a minute to 2020 because the acquisition of Verafin was another key milestone for Nasdaq, and in many ways, set the stage for the announcement we're making today. Due to the success and sustainable growth of our surveillance business over many years, we've looked at opportunities to expand into other adjacent areas. We completed a deep review of the regulatory and anti-financial crime technology space and found it to be an attractive and growing segment that would provide our core clients with mission-critical capabilities to solve their biggest challenges. We then took our first step in expanding our presence by acquiring Verafin, which provides comprehensive anti-financial crime detection and workload solutions. The Verafin acquisition has been hugely successful so far, and we're just getting started in meeting its long-term potential. It's a fast-growing business, and we've been able to offer their sophisticated solutions to increasingly larger banks. After announcing our first Tier 1 bank as a client in April, we've announced -- we are now announcing our second Tier 1 bank in the past month, and we have signed them in the past month, and we have signed 2 new Tier 2 banks. Verafin's performance and the overwhelmingly positive response we've seen from clients has given us the conviction that this area, which we call our integrity pillar is an attractive place for us to grow. Today, we're expanding in this area again with Adenza, providing sophisticated risk management and regulatory management solutions to help banks and brokers globally operate in an increasingly complex and regulated environment. One thing that's been consistent to Nasdaq's journey is our dedication to our clients and a relentless focus on how we can help more clients solve more complex problems. And there are many complex problems to solve. The environment today is dynamic, fast evolving and sometimes uncertain. Financial institutions, in particular, are sitting at the intersection of a powerful set of external forces and their ever-changing regulatory requirements and increasingly sophisticated criminal threats. We're seeing a broad market-based reform and evolving ESG standards. Our clients are also investing to integrate emerging technology into their businesses, particularly artificial intelligence and cloud. And we believe these trends will only intensify in the future. We've discussed this with our clients, and they're overwhelmingly telling us that in this environment what they need most are partners, not vendors, but partners, trusted partners that anticipate their needs and have true expertise across the organization. And at Nasdaq, we strive to be that partner every day. The acquisition of Adenza enables us to support clients more broadly and more deeply and that represents a major step forward in our vision to be the trusted fabric of the world's financial system. And with that, I'm excited to introduce you to Adenza on Slide 4. Tal will go into a deeper dive on the business later, but I want to run you through some of the highlights. Adenza is comprised of 2 well-recognized and highly respected brands, Calypso and AxiomSL. Thoma Bravo combined these 2 businesses to create Adenza in 2021. Calypso serves capital markets participants with end-to-end treasury, risk and collateral management workflows. It's integrated all the way from front office sales to trade settlement and payment across all -- across asset classes and geographies. On the other side, Axiom provides RegTech solutions that support clients with risk management, compliance and global regulatory reporting. Adenza's client base includes a wide range of financial institutions, including banks, brokerage firms, institutional managers and financial market infrastructure firms across 70 countries. When Thoma Bravo combined Calypso and Axiom to create Adenza they began to improve the operating model, which today is impressive with scaled capabilities across sales, client support and product and technology management. Between 2020 and 2022, Adenza EBITDA increased by over $100 million, and we think that's only the starting point for what Adenza can achieve over the long term as part of Nasdaq. Adenza is differentiated in terms of the solutions they offer, the geographies they cover and the way they structure themselves. We recognized the value of those capabilities and what they could add to Nasdaq. So we approached Thoma Bravo to discuss the benefits of bringing Adenza into our organization. And what we found during the due diligence process exceeded our expectations on a number of fronts. First, Adenza's highly effective operating model has been a critical driver behind their growth in client retention. There's a lot about the way that they go to market that we'd like to adopt at Nasdaq to make our processes even more efficient and effective in serving our clients. Second, their technology capabilities are highly modular, which makes them very effective at the land and expand strategy that deepens client relationships over time. We fully understand the power of that approach to create sustainable growth as we have successfully landed and expanded within our own clients across corporate solutions, marketplace technology and investment analytics. And finally, there are clients like working with them. They're loyal, and they would like to do more with Adenza to meet their evolving needs. We validated this with voice-of-client work that we completed as part of the acquisition. Adenza has great teams focus on R&D, innovation and delivering for clients, and that shows in their performance. Not only are we excited about Adenza solution and operating model, but they have an exceptional financial profile. In 2023, we expect Adenza to produce approximately $590 million of revenue with a 15% organic growth rate and an adjusted EBITDA margin of 58%. Driving these results is Adenza's high retention, which reflects their clients' strong positive feedback on their solutions, functionality, resilience and client service. So that's Adenza. It's a fantastic business, and Thoma Bravo has done a great job accelerating it as an engine of growth. But what makes me so excited about this opportunity is what happens when you fit Adenza inside of Nasdaq. And this is where we can create something that I believe is really, truly special for our clients. Slide 5 covers some of the reasons we believe that this is a highly compelling strategic acquisition. With our combined solutions and leveraging Nasdaq's brand and reputation all over the world, we see tremendous opportunities to grow this business and add additional value for our clients and shareholders. Ann will cover the financial impact in more detail, but on Slide 6, I want to touch on the financial benefits of the transaction because they're meaningful. Adenza uplifts Nasdaq's growth profile. Their large and fast-growing addressable market increases the revenue outlook for our solutions businesses. They add high-quality durable revenues. Their predominantly recurring revenue base increases Nasdaq's ARR to support sustainable growth over the long term. And they're a high productivity business, expanding our margins and adding meaningful cash flows to Nasdaq's bottom line. We evaluate a lot of opportunities and finding a business like Adenza with such an exceptionally strong financial profile that has also had such a solid strategic fit for Nasdaq is extremely rare. To unlock the value of Adenza's platform within Nasdaq and maximize the benefits to our clients, we expect to take the next logical step to evolve our corporate structure, which we outlined on page -- on Slide 7. Following the transaction close, Nasdaq will be aligned across 3 divisions: Capital Access Platforms, Market Services and Financial Technology. Our Capital Access Platforms division will remain as is and includes our solutions for corporates and investors. Market Services will reflect our North American and European trading businesses and will encapsulate our transactions revenues. And the Financial Technology division will incorporate Marketplace technology, our anti-financial crime solutions and Adenza. The creation of the Financial Technology division represents a continuation of our transformation and will allow us to bring highly relevant software solutions to our clients even more effectively and efficiently. On Slide 8, you can see how the new structure aligns our businesses and capabilities. Financial Technology with Adenza will represent approximately 36% of our 2023 net revenue, and the revenue from our solutions businesses increases from 71% to 77%. I can't tell you how excited I am about the opportunities that this acquisition creates across Nasdaq and what it's going to mean for our clients and shareholders alike. And with that, I'll turn the call to Tal to talk you through the combined capabilities and the growth opportunity in front of us.

Thank you, Adena. Let's now turn to Slide 10. As Adena noted, Adenza compasses 2 leading and trusted brands, Calypso and Axiom. Calypso serves capital market participants with a funded back offering across the full trade life cycle, covering post-trade processing, treasury, collateral and risk management. Their core clients are Tier 2 and Tier 3 banks and brokers, and they are deeply embedded in the workflows with our clients across a broad set of asset classes. Axiom has established itself as a recognized leader in RegTech as it offers a comprehensive and global regulatory compliance platform that covers 55 jurisdictions and 110 regulators. And they serve the broader financial services community and have a core client base of Tier 1 banks. Adenza itself has several key strengths that differentiated, starting with the impressive client network and scale, they've cultivated over the past 20-plus years. It is a loyal and growing client base that includes banks and brokers, the buy side and financial market infrastructure providers. Their platform is built on a flexible and modular technology stack, which allows clients to implement upgrades and enhancements in a timely and efficient manner. And those services are offered as an integrated set of end-to-end solutions that power clients' mission-critical operations. Those strengths are delivered through a client-centric operating model, which is a key reason for their strong gross and net retention rates of 98% and 115%, respectively. All of these attributes came through during the voice-of-client research we conducted that Adena referenced earlier. A few themes that stood out and a unique relative similar solutions providers included their breadth of functionality, client service and ability to scale, how easy they make it to expand their offerings into new asset classes and what a strategic valuable and comprehensive partner they are to their clients.These comments underscore why Adenza has an enduring value proposition. Now let's turn to the broader market opportunity that Adenza serves on Slide 11. As you can see on this slide, Adenza serves a $16 billion total addressable market, or TAM, and a $10 billion serviceable addressable market, or SAM, which are growing at 6% and 8% a year, respectively, increasing Nasdaq's overall SAM by approximately 40%. The fast-growing SAM is driven by the fact that financial institutions are operating in a very complex and dynamic environment. The cost of regulatory compliance is estimated to be nearly 10% of the bank's revenue, and we know this to be a pressing concern through the ongoing dialogue that we have with our market tech clients who align us to meet these ever-increasing challenges. And these challenges also drive greater demand for automation, enhanced analytical insights and tools that reduce the complexity of managing risk and complying with regulatory reforms. All of these factors contribute to a growing TAM and SAM for advanced regulatory and risk management solutions. Now let's dive deeper into the secular tailwinds that are driving Adenza's growth on Slide 12. Adenza sits at the intersection of 4 key secular trends, most notably the steady stream of new regulations and reforms that present reputational and financial risk in the form of penalties, fines and audits. For many clients that we speak to simply identify which regulations apply let alone, how to comply is daunting. And if that's not enough, the recent banking crisis in the U.S. will almost certainly drive additional obligations as it relates to liquidity and risk management. These increasing costs underpin the movement towards reducing operational risk through digitization. This theme also encompasses the push to modernize and leverage the power of emerging technologies such as the cloud to enhance business agility and reduce time to market. Next is the drive towards simplification, which speaks to institutions focusing on streamlining and consolidating platforms to better manage complexity. As Adena mentioned, clients want strategic partners they can grow with and who can solve their toughest operational challenges. We also expect marketplace reforms to drive adoptions of global best practices, along with the implementation of regional and local frameworks. Adenza is uniquely positioned to help financial institutions to navigate all of these challenges while also enabling them to lower the cost of compliance, a powerful combination indeed. To help bring this to life, I'll share an actual Axiom client journey on Slide 13. I'm going to speak to the example on the left side. The client, a U.S. G-SIB, was looking for a partner to help them address specific risk and regulatory reporting needs. During the pitch process, Axiom competed against another service provider as well as an internal build option. The client ultimately selected Axiom because of its broad global coverage, ability to meet their evolving needs across risk and compliance and because they believe the platform can scale to meet their future ambitions and that is exactly what happened. Since signing the contract, the clients expanded into 17 additional countries for financial regulatory reporting while also purchasing Axiom's credit and risk modules. Consequently, the client's annual contract value has grown from an initial $1.8 million per year to $6 million per year, a 3.3x increase. And the expectation is that we'll grow to more than 5x the original contract value as new credit and liquidity obligations come with the ongoing global rollout of Basel IV, as you will see on Slide 14. On the right side, we highlight a similar story for Calypso in which the broad asset class coverage enables them to grow the annual contract to over 11x. While these are just a few examples, both Axiom and Calypso have demonstrated the ability to grow their share of wallet in a similar manner across their broader client base. Having covered Basel IV opportunity, let's move 2 slides ahead to Slide 15 to discuss how this acquisition fuels future growth. We're excited about the broad set of cross-sell opportunities between our highly complementary products and capabilities. So now staying on that Axiom Tier 1 bank example, there's a future opportunity to offer additional risk management capabilities to this client. Currently, Adenza's risk management solution excels at covering over-the-counter instruments, whereas Nasdaq's strength is in exchange-traded assets. We envision integrating capabilities into the Adenza platform and offering it as a module upgrade. The ability to seamlessly expand the range of asset classes is a powerful differentiator. When it comes to Nasdaq's clients, there's an opportunity to deepen relationship with our financial market infrastructure community. In particular, for those who provide full trade life cycle solutions, too. Here, we can offer Adenza's collateral management and over-the-counter post-trade capabilities as a complement to our existing post-trade offering. With respect to anti-financial client businesses, there are geographic and 2-way cross-sell opportunities that along with our ambitions to enhance the integrity of the financial system. For Verafin, we can pull forward the global expansion plans into the European banking sector given Adenza's presence in that market. For surveillance, we envision a joint go-to-market campaign with Calypso in which we can leverage their penetration with Tier 2 and Tier 3 brokers to upsell Nasdaq Surveillance solution. Given the increasing set of regulations that buy side needs to comply with, there is an opportunity to combine forces and offer a more attractive and comprehensive RegTech offering across Surveillance in Axiom. We also believe Nasdaq can accelerate the adoption of Adenza's cloud offering. Our experience and expertise in successfully migrating markets and mission-critical applications to the cloud, provide a useful blueprint that can help unlock future value. This includes expediting and conversion of on-prem clients for which there is a revenue and margin uplift. To support these efforts, we plan to centralize our go-to-market and client success functions to establish strong and unified cultural alignment across capabilities and geographies. In closing, we're excited to acquire a highly scaled, well-run financial technology business that sits at the center of key secular tailwinds and addresses our clients' most complex operational challenges. And with that, I'll hand the call over to Ann.

Thank you, Tal. I'm going to talk you through how this acquisition fits with our strategy, the compelling financial impact it has on Nasdaq, the synergy opportunities we've identified and why we are so confident in our ability to execute this transaction. I'll touch on a few highlights on Slide 17. The purchase price for Adenza is $10.5 billion in cash and shares. We've obtained fully committed bridge financing for the cash portion and expect to issue approximately $5.9 billion of debt between signing and closing to replace the bridge. We plan to issue 85.6 million shares to Thoma Bravo, which will become a 14.9% shareholder in Nasdaq with the right to appoint a nominee to our Board of Directors. On Slide 18, you can see that the acquisition of Adenza meets Nasdaq's acquisition investment criteria across all 3 dimensions. First, as Adena and Tal described, it delivers tight strategic alignment. Second, it enhances the performance and valuation potential in terms of the positive impact it has on the growth of our solutions businesses, and enhances the quality of our revenues and our margins. And finally, it is consistent with our financial requirements. It creates attractive expense and revenue synergies and delivers EPS accretion by the end of year 2. Nasdaq's enterprise-wide return on invested capital will return to greater than 10% within 5 years. The addition of Adenza fundamentally enhances Nasdaq's financial profile in a number of ways, which we outlined on Slide 19. First, in terms of growth, we're adding a business with strong recurring revenue that's growing at 15% per year, which increases our solutions businesses revenue to 77% of total 2023 pro forma revenue compared to 71% today. In addition, the medium-term organic revenue growth outlook for these businesses increases from 7% to 10%, up to 8% to 11%. Our new Financial Technology division is expected to grow at 10% to 14% with a mid-40s margin. I do want to note that we expect our expense growth outlook over that same period to increase from 4% to 7% to 5% to 8% to reflect the higher growth profile of Adenza within Nasdaq. Second, it adds high-quality revenue. ARR as a percentage of total revenue increases from 56% today to 60% in 2023 on a pro forma basis. And finally, it expands Nasdaq's overall EBITDA margin from 55% today to 57% in 2023 on a pro forma basis and including expected fully phased net expense synergies. Speaking of synergies. On Slide 20, we outline how we are approaching expense synergies. We expect to realize $80 million of annual run rate expense synergies by the end of year 2. We intend to achieve this by aligning our sales, client service and engineering teams and by aligning our products to focus on client-centric value proposition. We plan to consolidate some of our global office space and vendor services. We've also identified opportunities to tap into global talent across our combined geographic footprint to provide our clients with great products and services in a more efficient manner. It's important to note that Nasdaq is an experienced acquirer with a successful track record of achieving and exceeding deal objectives since 2014 under our current leadership. Slide 21 highlights our 3 largest acquisitions within the past 9 years, ISE, eVestment and Verafin. Each of these transactions had a unique set of objectives. For ISE, it was broadening our tech offerings and trading execution and expanding the core equity options franchise as well as executing on a $60 million of synergies, representing more than 2/3 of ISE's overall expense base and 1.5x our original synergy target. For eVestment, we focused on expanding content and analytics, broadening our buy-side reach and adding higher growth recurring revenue. And for Verafin, we were looking to scale our anti-financial crime offering, advance our technology transformation, accelerate our revenue growth and enhance overall financial performance through our deep connections across the industry, most notably among the largest banks. In all 3 of these instances, Nasdaq met or exceeded the deal objectives and we're confident we could do the same with Adenza. Through our commitment to strong execution across both organic opportunities and strategic acquisitions, Nasdaq has delivered total shareholder returns of more than 400% since 2014. Moving on to capital allocation on Slide 22. There are no changes to our capital allocation pillars as a result of this transaction. We expect the acquisition to increase our debt-to-EBITDA leverage ratio to approximately 4.7x, and we expect investment-grade ratings of BBB, Baa2 stable ratings upon close. With the combination of Nasdaq's and Adenza's robust cash flows, we are committed to reducing leverage to 4x in 18 months and to approximately 3.3x in 36 months post close. After closing, we intend to pursue our existing capital deployment plan including dividend payments and share repurchases. We remain on track to steadily increase our dividend per share and to achieve a 35% to 38% payout ratio within 3 to 4 years. We also expect to repurchase shares to help offset deal dilution, and we will continue to offset employee stock compensation. On Slide 23, we illustrate Nasdaq's track record of increasing debt for acquisitions and subsequently deleveraging. When we acquired eVestment and Verafin, we increased leverage to 3.3x and 3.5x, respectively, and quickly delevered after the acquisitions. Nasdaq on its own is a strong generator of free cash flow and Adenza adds an additional $300 million in unlevered pretax cash flow. Given our track record and the cash profile of this acquisition, we're confident in our ability to execute this plan again following Adenza. In summary, we see tremendous value in Adenza, both in terms of strategic fit and the positive financial impact it has on our business. It is accretive to Nasdaq's growth in operating margins and adds substantial cash flow. We expect the transaction to close within 6 to 9 months. I'll now turn the back -- the call back to Adena.

Great. Thanks, Ann. This is really an exciting day for Nasdaq. Adenza is an ideal strategic fit for our business and the opportunity to acquire a company like this really does not come along often. We're making -- we're able to make this bold and highly strategic move because we're coming at this from a position of strength. As Ann mentioned, we have a very solid balance sheet and robust cash flows. We've invested in the highest value areas of our business, and those investments are reaping benefits to support our sustained ARR growth and expansion. We continue to add new clients and deepen relationships with existing ones. We've onboarded thousands of people over the last 9 years, and we've levered up and delevered. And now it's time to take on this opportunity, accelerate Nasdaq's strategy and unlock new opportunities with Adenza. I'm confident that the addition of Adenza solutions to Nasdaq's leading offerings and powerful brands position us for continued growth and even greater success. We are incredibly excited to see the ways that our combined capabilities can create value for our shareholders and for our clients across the financial system. And with that, we will now turn the call over to questions. So back to you, Ato, we'll have the questions started.

Thank you. [Operator Instructions] And I show our first question comes from the line of Richard Repetto from Piper Sandler.

Congratulations. Now I see why you're more energized last week when I saw you. I suspect you know this was coming along. But anyway, my questions are what impact did the recent bank crisis have? It seems like -- like I'm not that familiar with Calypso and Axiom, but it seems like the business is a much broader than just sort of the liquidity for the banks, but did it really push -- make it more compelling? And then the follow -- my follow-up question would be, as you reorganize the business, Adena, it's taking you more -- the transaction business seems smaller and smaller. And again, if you could reiterate your thoughts on the importance of, I guess, Nasdaq's foundational transaction?

Sure. Yes. So Richard, it's great to see you last week. Well, first of all, you are absolutely right. As we look at the challenges that the banks are facing in terms of managing their liquidity risk, managing their balance sheet risk in addition to all the regulatory compliance challenges that they have, we see this as just another opportunity that I think Adenza really addresses. So Adenza with -- Calypso has a very specific liquidity risk management solutions for banks and brokerage firms. And then Adenza has kind of that regulatory compliance and regulatory reporting capabilities. And so as the banks are facing these challenges, you've got kind of ongoing regulation being unfolded like with Basel IV, but then likely to have even more regulation coming in. I think that we see this as a great opportunity to continue to expand Adenza and of course, as part of Nasdaq, I think that we can look holistically at the growing threat in terms of crime that comes within the network and all the challenges that banks have with how account balances have moved. And then you kind of look at it from a perspective of liquidity risk on the balance sheet and then regulatory reporting and kind of see how we can be a really comprehensive solutions provider to the banks and a real partner to them as they're managing through such a complex environment. So it definitely helped lift our conviction and excitement about the deal. I think that in terms of our transactions business, and I would just say our markets business, let's call it that, because it's really us. Our foundation is as a capital market. We continue to be extremely committed to that. I think that one of the great things about being a deeper partner to the banks and brokerage community, the investment management community, it just gives us an even kind of a bigger reason for them to trust us as a market provider, too. We can have these conversations at the leadership of the banks and really talk holistically about how we work with them in terms of giving them great capital markets, both our own and the technology we provide to other capital markets and then also helping them manage all of their interactions with the capital markets as a solutions provider. So I think, Richard, actually just bolsters kind of the role we play in the center of the capital markets.

Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan.

Congrats on the deal. I guess my first question, I just wanted to unpack the 15% growth you laid out either for this year or even historically CAGR in the last few years. I mean can you just give us a sense of the growth between Calypso's capital markets business and Axiom's regulatory solutions? And maybe a comment around kind of new and exist -- new versus existing clients and maybe even a price versus volume as well?

Sure. Yes. So we don't -- we're not kind of [indiscernible] going through and kind of breaking out Calypso versus Axiom. They both actually have really strong growth characteristics to them. So they're relatively similar. Axiom has maybe a little bit of a higher growth rate just because of all the regulatory obligations that the banks are having to deal with. But generally speaking, they're quite similar. I think when it comes to sources of growth, what we look at is about half of the growth really comes from introducing what we call land and expand. So you go into a bank and then you expand what you do for them. And what's amazing about both Calypso and Axiom and what we're seeing now, of course, with their anti-financial crime capabilities, is once you show that you're able to solve one problem for them really well, you give them -- you show you that you can lower their overall cost of ownership of that -- of managing that problem, you make it more efficient for them, so they have a kind of a return on their investment in the platform, they kind of want to do the next thing, right? So what they tend to find is they have a lot of modules, whether it's looking at for Calypso, all the different asset classes that provide risk management for different geographies that they provide them for. They also provide treasury risk management versus trading risk management, clearing, risk management. So you got functional expansion as well. And then with Adenza, they cover 110 regulatory regimes, they cover 55 countries. So as banks are looking at solving their problems across the world, both of those businesses have a huge ability to kind of say, here's another module that will solve that next need and that next need. And then, of course, there's regulatory change, too, and that creates new opportunities for new modules that they can sell. So half of the revenue increase is really coming from what we call upsells or kind of that land and expand. The other half comes from price increases and then landing new clients. They're very -- they do land new clients every year. Actually, we're very excited about the fact that they have a nice growing client base, similar to how we've been seeing with Verafin. And then again, once they get into that new client, then they have that expansion opportunity. So it's about half from managing their clients and selling new modules, half from pricing changes and landing new logos.

Okay. Great. If I could just switch gears and ask a small quick follow-up on Adenza. If we think about the 20% nonrecurring piece of the business, I guess what are some of those businesses? And maybe some -- what are some of those key drivers that drive some of the nonrecurring variability?

Yes. The vast majority of that is implementation revenue. So when they go into a client, they sell a term license and then a service maintenance contract, so it's kind of a standard software sell. But then they also help them implement it. And so they do charge for that implementation. So that's kind of nonrecurring revenue. And as they actually have been doing more in terms of providing a cloud-based solution to their clients, and they're really early on that journey. So I think we're more advanced in our cloud capabilities. We're actually quite excited to be able to accelerate kind of bringing more of their capabilities into a cloud environment. What they do there is it's like a pure subscription. So they go in with the cloud capabilities. But even still, they're also providing an implementation service to help them get into that environment.

And I show our next question comes from the line of Alex Kramm from UBS.

Maybe just strategically and valuation a little bit here. Adena, when you took over the helm at the company, I think one of the things looking back from the prior management team is that there were a lot of deals done in a lot of directions. And it seems like the first 2 years you spent on kind of cleaning that up. And now you clearly seem to be on offense again and you're going into these new directions that are -- seem quite exciting given the growth rates. So -- but I guess, looking forward, like what gives you confidence that the moats that you have in the core business will be sustainable considering that you will find the same moats in those new businesses? I mean it sounds like great growth right now. But at the same time, again, like who knows how this business is going to look in the next few years, and you're paying a pretty hefty multiple for maybe some execution risk in new directions versus having a core business that's clearly, it's very established and has good growth and very strong foundation. Sorry, hopefully, that makes sense.

Yes, it does. So first of all, we are really, frankly, very proud of the foundation we have. I mean I think we've done a great job of over the past 6, 6.5 years now, really focusing the company on what we do well, making sure that we're kind of getting out of businesses that we just aren't the right owner for and then getting into businesses where we really feel like we can add value. And I also think that we've been very specific in our strategy. We've really decided along these lines of liquidity, transparency and integrity as being kind of the core lines that we focus on when we evaluate deals and making sure that we're leaning into software and analytics is kind of our core value proposition. And so hopefully, you're seeing a very specific strategic layout that we set forth with our shareholders, and now we're executing on it. And when we look at the quality of the businesses we're buying, Alex, we really focus on a few things. If it's a data-driven business, like an analytics business like eVestment, we look at the network effect that they've created across thousands of asset owners and asset managers and building this network of analytical data that then allows us to kind of unlock value and new ways with new insights and new modules that we can sell to them. When it comes to our software businesses, we really focus first on retention, right? So with Verafin, it has a 99% gross retention rate and somewhere in the range of, I think, it's like 115% to 120% net retention rate. With -- Adenza is very similar, 98% gross retention, 115% net retention. And so I think that it's got these really, really strong foundations. Clearly, we also look at -- and we do a lot of voice-of-client work when we evaluate these deals to say, do the clients like them, do they like the solutions? Are they solving their problems? Do they want to do more with them? And in both cases, we felt that the voice-of-client work was very strong. And then we also say, okay, what can we do to make them better? And then what can we do to make it so that it's worth more within Nasdaq? And I think both in terms of making them better, we can leverage our brand and our relationships at the senior levels of the banks around the world to really help them showcase and expand their presence. And I think as we mentioned, we have -- we just signed another Tier 1 bank for Verafin and 2 more Tier 2 banks. So we're really starting to show that we can deliver and deliver Verafin to larger banks. And then with -- I think that also though with them, they have the opportunity now with Adenza to kind of bring them and probably catalyze a lot of sales opportunities in Europe. Calypso has done a great job penetrating Tier 2 and Tier 3 banks in Europe, and we see that as kind of the right entry point for Verafin into Europe. So yet another opportunity there. And then on the technology front, we are quite advanced in our cloud capabilities. The cloud is the future of the financial industry. We're very convinced of that. And we look -- we spent a lot of time in the diligence saying, how are we going to continue to migrate more of Adenza's solutions into a cloud environment so we can deliver them more efficiently. We can actually do more for them as a managed service provider, so we get more economics, and we can do it in a way that allows them to modernize their infrastructure. So all of those things combined is kind of how we've evaluated this to make sure that the growth is sustainable, it's super high quality, the margin is really, really compelling, and we can actually improve our overall margin together. And I think that we can really solve our clients' biggest problems. So we're really excited all in about how we look at those. Hopefully, -- I know it's a long answer, but that's how we looked at it, Alex.

Yes. It was a long question, too. So it's all good. Maybe for Ann, just a quick one. I don't know if there was any detail on financing, I don't know what you can say, but any idea about assumed financing costs in your financial model and how you intend to put permanent debt in place?

Yes. So Alex, more to come on that. We have secured a bridge for the cash portion of the debt, and we'll look to go into the market. And you can think about sort of where rates are now at -- in that sort of [ 5.5 to 5.7 ] in terms of costs on the debt.

Thank you. And I show our next question comes from the line of Owen Lau from Oppenheimer.

So I think Adenza is quite complementary to Nasdaq. But could you please talk about any legal consideration here, if there is any? Maybe you can also talk about how much overlap for your client and business between Nasdaq and Adenza.

Yes, sure. Yes. Well, we obviously did a deep look at the legal environment and understanding how Adenza fits into Nasdaq and also the competitive landscape that they're in and the competitive landscape will be in going forward. They do have larger-scale competitors just like we have larger-scale competitors. They do a great job of competing in that environment and we expect that we'll actually help them even -- I would say, even be more efficient and effective in doing that. But the services we offer are really complementary to each other. So say for instance, Calypso really has done a spectacular job of fighting risk management, collateral management and trading and post-trade capabilities across OTC instruments, instruments that are not exchange traded, whereas Nasdaq really has done a lot of work with exchanges and some broker-dealers on managing risk across exchange-traded assets. So they're really completely complementary to each other. And then I think with Axiom, it's really kind of regulatory compliance and reporting is a new capability we bring in, that really complements what we do across anti-fin crime, right? So if you think about the workflow that a client has to root out a criminal out of their system and then report it to regulators, it's a very similar workflow environment as it is to managing regulatory compliance and we're providing reporting to regulators, but they're in very different spaces. So we do feel like they're complementary, but not overlapping. So we feel we have a great deal of confidence in our ability to manage through the legal process as we get this deal closed.

Got it. That's helpful. So if I can just add one more quick modeling question, Ann. So I think you mentioned the deal will be accretive to non-GAAP diluted EPS by the end of the second year, how should we think about the impact in the first year from a modeling perspective?

Yes. So maybe we can come back offline and talk more about that in the follow-up sessions. But you can think about becoming accretive in the last quarter of the second year and then us seeing accretion in that first -- the following first quarter.

Yes. I think, Owen, that generally speaking, we're going to be working to integrate this quickly. We're going to be building out our kind of operational efficiency over the next couple of years, bringing the teams together, thinking about our global footprint and really working on our real estate footprint, our, what I would say, our resource footprint and also bringing more technology into the business so that we can actually continue to drive more efficiency into both Nasdaq and Adenza's operations in our software businesses. So that's the effort we're going to undertake to make sure that we deliver on accretion by the end of year 2, and then we start to really show that the value and the accretion to our earnings in addition to the returns in general and the value creation to Nasdaq as we go forward. But the one thing I would mention is that it is instantly accretive to our solutions -- our growth rate, our solutions business growth rate. It's instantly it's kind of matching up on our EBITDA. So it does not have any sort of degradation to our EBITDA. And in fact, it allows us to start to show growth in EBITDA once we achieve the synergies. And then it's also delivers really nice cash flows complementing our strong cash flows. And so we're very excited about all of that.

Thank you. And I show our next question comes from the line of Kyle Voigt from KBW.

Just wondering if I could dig a bit more into the kind of typical contract. I know you noted that most of these are 3- to 5-year contracts. I guess what's the average size of these contracts, I guess, across the business? Are these all directly tied to the size or the assets of the banking institution? And then I'm assuming these have annual fee escalators built into them, which you kind of noted in a prior question, but just curious, is that linked to CPI or are those fixed pricing escalators? So that's kind of first question on the contract side. And then just as a follow-up to that, Adena, I know this question has been coming up a bit on the Verafin side. But if we've actually seen more consolidation in the banking sector over the medium term, I guess, do you see that as potentially having any material impact on the Adenza business at all?

Yes. So I'll try to cover all of that. Okay. So in terms of the types of contracts, so as Tal mentioned, some of it -- I think that Adenza can go in and they can start with a deal that's probably like the high 6 figures and then grow and expand into very sizable contract values, as he talked about and the examples we have. And then sometimes you go in and you start with a 7-figure deal and you grow and expand from there. So these are larger contract sizes to start. And I think that the land and expand gets you to some really, really interesting figures in multiple millions of dollars per year. The contracts are generally 3 to 5 years in nature. They do have price escalators in them that are likely kind of tied to general inflationary trends, plus system ability, they're all different. So they're not completely uniform. But we do have the ability to increase prices, we increase value and to make sure that we're covering any sort of inflationary pressures that we're facing to deliver the services. And then I think that they don't -- they're not tied to the assets of the banks themselves. They're really tied to land and expanding more functionality, more modules. If the bank is going into a new geography, they're going into a new asset class, they're dealing with the new regulator, they're dealing with the new regulatory requirement, that's really what allows them to grow and expand their revenue. In terms of the consolidation of banks, our view, and I think we mentioned this before, Kyle, is that, that this current situation with banks, first of all, there are 5,000 banks in the United States alone. There are thousands and thousands of banks around the world. So there's a huge expansion opportunity. The overall TAM, which is really the vended and unvended spend that Adenza addresses is $16 billion, and it's growing at 6% a year. So our view is that the overall opportunity for Adenza is actually growing very substantially. Consolidation of banks is not going to create a significant concern at all. But the fact that the banks are having to deal with more regulation on the back of the challenges and the risks that they see is actually where we come in and help them solve their problems to do it more efficiently. So we see that as an opportunity.

Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America.

So we think it's pretty clear to what you expect to be the impact of Nasdaq's financials from the acquisition. But I think the bigger question is, how do you expect this to impact the valuation of the Nasdaq stock just given the higher solutions contribution, also expanding profit mix from Technology Solutions? And really, what is the house view of the valuation opportunity given the comps, the multiple paid and the potential improvement to your financials?

Yes, so we do view this deal as what we say value-creative overall. I think it's up to the shareholders to determine how they value that creation. But we obviously see it as being something that really lifts up our overall financial profile. It gives us kind of, as you said, kind of a higher growth and sustainable growth profile that we're very excited about. It allows us to lift up our earnings potential as a company. It provides us a really nice increase in lift in our cash flows and it gives us really durable high-quality revenue. I think it's really -- it's probably important to underscore again the retention rates that they have, the retention rates that Verafin has, the retention rates that we have across our all of our other solutions that we offer to investors and corporates to show that we really, really focus on client service, client centricity, client loyalty and making sure we have embedded solutions that allow us to really focus on growth and really kind of power the business forward. All of that, we think, is value-accretive to shareholders. And it's -- I think that as they evaluate the deal, we hope that they'll see that profile, and that's a big part of how we're transforming the company.

And I'm showing we have one more question in the queue from the line of Brian Bedell from Deutsche Bank.

If I can ask a 2-parter? Just on that competitive environment. Just looking at Slide 27 on the capital markets overview. A lot of those services are covered by the custodian banks and mostly for the buy side, however, so I just wanted to get a sense of how you view the custodian banks as competitors to this business overall? You get sort of what part of that stream is sort of lines up with them? And then as you integrate the acquisition on the actual contracts, 3-, 5-year contracts, are there any change of control agreements or is there any kind of rebidding that can potentially happen? I guess is the punchline there, is there any revenue attrition built in the model?

Yes. So I think I'll just take that second question first. The answer is that we don't see any risk associated with change of control provisions or anything like that in the client contract. So that is not a concern. With regard to your question on the custodians, I'm glad you're looking at Page 27. So you are right. We actually have a really good experience in working with Stage III. They are custodian bank that provides the buy-side with solutions that help them with a fair number of these areas, but they also partner with us on our Solovis application, which is an asset owner portfolio management solutions. So we definitely understand the role that those types of providers give to the institutional management or the investor management community. But I would say that they really focused on, as you said, kind of custodian solutions, back office solutions to help fund managers manage their funds and to do fund accounting and things like that. What we're doing here when we are approaching a buy-side client in the investment manager side of the business is really helping them with treasury risk management and other things that help them kind of think about their trading environment. But really on the risk management side, in terms of trading, particularly OTC instruments, which is kind of complementary to the things that the custodians provide to them. When it comes to the sell-side, we are a very scaled provider. We don't really see the custody banks as being a competitor. We see other technology providers being -- there are other technology providers out there across the world that do some a portion of what a Calypso and Axiom do, but they don't do everything. And so one of the, I think, things that we've really been hearing from our clients is, they want to be able to find partners that can really be scaled and help them solve more problems. They don't want to have to deal with a whole bunch of vendors. They really want to be able to provide -- have kind of deeper partnerships with technology providers. So we do actually think that Adenza and Nasdaq together become that partner that is really unmatched, and we're very excited about that.

That's super helpful. And just lastly, just on regulatory approvals, which ones would you imagine Hart-Scott-Rodino in the U.S. and then other countries as well?

Yes. I mean, go ahead, Tal.

Yes, sure. We do expect it to have customary conditions, including anti-trust approval, and we are confident that we will secure those.

All right. All right. I think that's the last question. Thanks very much. Yes, thank you very much for your time today. We really appreciate getting on the call so quickly. We obviously are super excited about this acquisition and what it can do for Nasdaq. I think that hopefully, you heard the energy across the board and excitement, and we look forward to continuing to talk to you about it as we move forward. So thank you very much.

Thank you. This concludes today's conference call. Thank you for attending. You may all disconnect.