Thoma Bravo Managing Partner Holden Spaht and Nasdaq's Chair and CEO Adena Friedman take listeners behind Nasdaq’s multi-billion dollar acquisition of Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry. Holden shares Thoma Bravo's approach to building Adenza by merging and integrating two market leaders, Calypso Technology and AxiomSL, at the height of the pandemic.
Holden and Adena also discuss how the acquisition of Adenza is positioned to accelerate Nasdaq's transformation and strategic vision to become the trusted fabric of the world’s financial system.
AIR DATE:
February 1, 2024
RUN TIME:
41:41
Transcript
DISCLAIMER:
This podcast is for informational purposes only and does not constitute an advertisement. Views expressed are those of the individuals and not necessarily the views of Thoma Bravo or its affiliates. Thoma Bravo funds generally hold interest in the companies discussed. This podcast should not be construed as an offer to solicit the purchase of any interest in any Thoma Bravo fund.
ORLANDO BRAVO:
Welcome to Thoma Bravo's Behind the Deal. I'm Thoma Bravo founder and managing partner, Orlando Bravo. And that was Thoma Bravo managing partner Holden Spaht, speaking with Adena Friedman, chair and CEO of Nasdaq. In November 2023, Nasdaq acquired Adenza from Thoma Bravo for 10.5 billion in cash and stock. Adenza is a company that provides mission-critical risk management and regulatory software to the financial services industry, and it is a result of two companies in the financial tech space that were merged together. We originally bought a company called AxiomSL in 2020 before buying another company called Calypso, which was led by eventual Adenza CEO, Didier Bouillard. We then merged these two companies, rebranded them, and fully integrated them within six months to create a highly strategic asset in the FinTech world. This deal is a case study of how we created an incredibly unique company in vertical market software by merging two market leaders, and it was all done at the height of the pandemic. It truly is a great example of integration done properly.
In this episode, you'll hear how Holden and his team were then able to navigate a really strategic exit where we took stock as part of the deal. This transaction was unique in that we were selling Adenza while also investing in Nasdaq as a shareholder. Holden also joined the board of Nasdaq, working closely with Adena Friedman and the management team, which has been a great continuation of the partnership and investment. For Nasdaq, acquiring Adenza has been a big part of the company's transformation from a stock exchange to one of the most important financial tech companies in the world. It's all about digital transformation. And for Nasdaq, Adenza is a key piece in the puzzle. So today, you'll hear everything that went on behind the deal from Holden Spaht, the deal lead and managing partner at Thoma Bravo, followed by his conversation with Nasdaq chair and CEO, Adena Friedman.
HOLDEN SPAHT:
Hi, I'm Holden Spaht and I'm a managing partner at Thoma Bravo. I've been with Thoma Bravo since 2005, so going on 19 years. And today on Behind the Deal, I'll be talking about our partnership with Nasdaq. So my partner Brian Jaffee, principal Jamie Hutter, they're my kind of financial technology team here at Thoma Bravo. They have ongoing dialogues with different strategic buyers just as part of our industry efforts. And Nasdaq, we had noticed several years ago, had started to make pretty significant software and technology acquisitions, one of which was Verafin, this amazing business that Nasdaq bought that's really focused on fraud and anti-money laundering for banks in the United States, an incredible business. And when you hear them talk, they kind of talk about trying to be the trusted technology fabric of the capital market's ecosystem in the world. And our software at Adenza fits that mission in that it's helping regulators ensure safe compliant trades, it's helping traders ensure that they're making trades within the risk limits of the banks in which they operate.
So it fits strategically, but when their M&A head contacted Brian Jaffee early in 2023 and started describing it, what they were doing and their technology transformation and where they were going, I could tell that they were serious. They had a serious interest in the company. And the more I learned about Nasdaq, the more I appreciated the strategic merits of the deal. So Adenza is the combination of two market leading software businesses. One was prior to the transaction called AxiomSL. That's a company we bought in late 2020. And AxiomSL is really the market leader in regulatory and risk reporting for financial institutions, primarily large, globally, systemically important banks. So the Goldman Sachses, the JP Morgans. These banks use Axiom's software to do their regulatory reporting. Calypso, which is a, the company that we put with Axiom before we rebranded it Adenza is also a risk management and trading platform primarily for sell-side banks, but it is more of an operational system used on the trading floor.
And when you think about a trade, everything from researching a trade to executing a trade within the risk limits that your organization has, to settling a trade, to hosting collateral for that trade, that whole workflow is what Calypso's system manages. So the two companies are tangential, they came together, but really Calypso's trading system and all that data that happens on the trading floor feeds Axiom's system, which is really on the backend doing the risk reporting and taking all that data and making sure that those transactions were safe and that they're compliant and that they report those transactions in a format that's very hard to do to regulators.
We bought both companies in the pandemic. Axiom was first at the end of 2020 and we partnered with a founder there. We bought the business and it's a 20 plus percent organic grower. Again, the market leader in regulatory risk reporting, which we think is a great theme and trend to continue to back 'cause there's always new regulations coming out. And we knew with our operating metrics and potential we could improve and professionalize that business, which had really been owned by just a founder. They had a little bit of institutional capital from another private equity firm, but it was mainly a founder-owned business. And so we thought we could apply our operating best practices to improve that business. We also thought by putting these two companies together, you just look at the overall financial metrics of that combination, you've got about half a billion of revenue with 99% gross retention rates, which essentially means they lose no customers and no revenue each year with pricing power and with upsell and cross sale opportunities.
And with some cost synergies, the company proforma would be a 50% margin company, 20% organic grower, half a billion in revenue, and 99% gross retentions. We knew we'd be creating one of the most unique software franchises in the world if we could put those two together. So even though it was difficult to do in the middle of a pandemic, we're super happy that we were able to accomplish that. Our primary objective at Thoma Bravo is always to create the best companies that we can in our time horizon. We don't think a lot about to whom we exit, how we exit. When we exit, we wake up every day and say, "How can we make our portfolio companies successful and make them the best companies that they can be?" And we put these two companies together, Axiom and Calypso, in the middle of 2021. There was a lot on our plates and we knew pretty quickly that we had created something very special, right? You look at different comps and you try to say, who has these financial metrics of 99% gross retention before pricing, half a billion of revenue, 50% EBITDA margins, and 20% ARR growth organically?
There's like nobody. And so it's a very special company and one that we were planning on holding. When I first heard about it, I didn't know enough about Nasdaq, to be honest. I knew they bought Verafin, but the more I researched it, the more I understood there was a fit. We always say companies are bought, not sold, somebody has to have conviction that they wanna buy the company. And that's where our best M&A has done, and I think Nasdaq was the same way. They had decided this is something they wanted to own. So the more I learned and I saw their conviction, and the more I learned about both what they had done and some of the M&A they had done, investment and Verafin and some of these more technology businesses and they had a surveillance business and we had this great tier one base and we had this European presence where they could take probably Verafin too, it made a lot of sense to me.
A lot of the initial discussions were between Jim Chin, who runs M&A for Nasdaq, and Brian Jaffee, who's my kind of right hand, my partner in all things financial technology. And I was always wondering, what was the right time for me to meet Adena, right? That was kinda my key thing. You wanna know you're talking to the decision maker, and I assumed that their head of M&A was super well-connected with her, but you never know, right? We're not inside the company. And finally, I think in early April 2023, their head of M&A called Brian Jaffee and saw, floated a valuation and also said they were gonna talk to their board formally, I think the following week about the transaction. And I said, "Okay, Brian, this is probably a great time for me to meet Adena. She's chair, she's CEO, she's worked there for 30 years, you need to know that it has her sponsorship." And Jim, their head of M&A, who's a very sharp guy, said that was a great idea.
So I was on a college tour with my daughter at my alma mater, Dartmouth, and we had a Zoom early in the morning with Adena, and I didn't know if it was just gonna be a meet and greet and how are you doing? And tell me about your background, or whether we would be getting into the nuances of Adenza and even valuation. So I got on that Zoom and you immediately see the things that you see online, I think, which if you just read about her, she's extremely commercial. She's extremely relatable for somebody who's had the kind of background, who runs an iconic global brand. She's super easy to talk to, she listens, she's humble, she's incredibly smart, goes without saying. So we really hit it off interpersonally. And it was also pretty obvious early in that Zoom that she knew everything that was happening with Adenza. And so it went from, hey, how are you doing to, okay, would you wanna hear my perspectives on Adenza? She said, "I'd love to hear 'em." And I talked about it all.
And then she responded with a lot of what they had learned and then we started talking about valuation. So to me that was an incredible sign, A, that she was super well-connected in her own organization. B, that she was super serious about the transaction, that she really understood that this was a high quality business that would have to go at a high quality price. But I also heard from her about why it made so much sense for them in terms of their technology and data transformation and really technology transformation of Nasdaq. I had a very high opinion of her after that first Zoom. And from then on, even through today, we talk a lot. We have a great partnership. I'm learning from her. I think she's interested in what Thoma Bravo's bringing to bear, but that was really the start of it. And she's a really dynamic, charismatic, impressive leader.
So our deal closed in early November and I became a board member of Nasdaq and we own 15% of the company. And it was an interesting part of our discussions. Is part of the deal process was do we wanna be a board member or do we wanna to add value or do we wanna just try to sell the stock as soon as we can? Or did they want us to be a board member or not? Did they want us on the board? And I'd say we ended up in a great place, which is we feel like we're partners with Adena and she now has a really big unique financial technology division with a billion and a half dollars of revenue that's operates at very high margins. Our business is a big part of that, but she has other pieces of that as well. And of course, when it comes to growing and scaling large technology and software businesses, I would say Thoma Bravo is the brand that does that. And that's something I have a lot of experience with in financial technology.
And I think they're willing to listen and she's interested in some of our KPIs and some of our best practices and some of our metrics. So I'm only one board meeting in, but I feel like I have gotten to know Adena extremely well over the course of 2023. And there's a lot we can add value to, and they're interested and excited about that. And it's got incredible raw materials and ingredients, but it still has opportunities to grow and to grow profitably. And so we're super excited for the journey here. And now here's my conversation with Adena Friedman, chair and CEO of Nasdaq. Hey, how are you?
ADENA FRIEDMAN:
Hi, how are you? Oh, look at that little Behind the Deal thing there.
HOLDEN SPAHT:
I mean, we are-
ADENA FRIEDMAN:
You're like, like you're in a real studio.
HOLDEN SPAHT:
(laugh), this is it. Welcome to the new Thoma Bravo. So first of all, thank you for joining us. Can you maybe quickly describe, maybe not quickly 'cause of all you've done, but maybe go into your background a little bit?
ADENA FRIEDMAN:
Sure. It's great to be here, so thanks so much. I actually have grown up in the capital markets. I started at Nasdaq as an intern 30 years ago, straight out of business school. And other than three years away, I, I was the CFO of Carlyle for three years. But other than that, I've spent my entire career at Nasdaq, growing up in the trading area of the business and to being a product manager of some of our trading and data products. Then becoming the head of the data business, taking on corporate strategy, becoming the CFO of Nasdaq, taking that break at Carlyle and then coming back as president. And then seven years ago, I became the CEO.
HOLDEN SPAHT:
What a run.
ADENA FRIEDMAN:
(laugh).
HOLDEN SPAHT:
And I think when you and and your team first approached us about financial technology, I think I did not fully appreciate what Nasdaq has become under your leadership. I mean, my impression, oh, I said, "It's, it's an incredible exchange where a lot of technology stocks are traded." And then as I got into, I said, "Oh, there's much more than that." And really that's been really under your leadership and your direction that it's become this incredible financial technology business. So would you mind talking about that transformation a little bit and maybe something that you want others to know about Nasdaq that they may not know about it?
ADENA FRIEDMAN:
Sure. As you said, we've been an exchange operator now for 53 years, and we really launched our exchange as a technology driven market, attracting technology companies, but also leveraging the best technology that was available back in 1971 to democratize access to markets and to democratize the infrastructure of markets. And so we've always had a very much a technology first approach to being a market operator. And then we've also provided technology to other markets around the world. So as they are developing their economies, they want to have best in breed technology underpinning their markets. And we've, we've provided that. But when you think about a market, what, what are the key themes that you consider in being a successful market? And we think that there are three key themes. The first is transparency. You have to allow for investors to understand what they're investing in, both fundamentals, but also the real-time information.
You have to provide a great liquidity. So how are you building liquidity into the markets? And then you have to provide integrity. It has to be fair, it has to work for the benefit of all investors. And so those are the three key themes that we've really used to underpin our strategy of branching out beyond just being a market operator and becoming a scale technology provider to our industry clients. And so I'll just give you a few examples. With our corporate clients, they obviously come to us and list on Nasdaq, but then they become public companies. So we've actually become a very scaled provider of solutions that help them be public companies. And we do that for thousands of corporates not only listed on Nasdaq, but all over the world. We then also for our investment clients, [inaudible 00:16:43] clients, they need to think about how they allocate capital strategically and we provide tools that help them do that and products like index products as well.
And then for our banks and brokerage clients, they have a lot of risk that they're having to manage every single day. And so what we've been doing is thinking about it across liquidity. How do we provide trading and trading technologies that help them manage liquidity? And then for the banks, how we really provide integrity services. How do they help them make sure that they're rooting criminals out of their networks, complying with the rules of the markets, et cetera. And we now have a very scaled anti-financial crime technology suite as well. So that's how we've really thought about partnering with clients, being a technology provider, but also really a solutions and partner provider to the clients.
HOLDEN SPAHT:
That makes a lot of sense. And actually, I loved how you described even in the markets business, which you've been in the longest, that there are really strong technology underpinnings to that business and you've even licensed that technology for, to others to operate exchanges. So you have always had this technology maybe bias over your history. Now that you've made some of those changes and you've taken the business, talk about Adenza and what attracted you to it and how it fits with your strategy.
ADENA FRIEDMAN:
Sure. So as you said, we do provide technology to about 130 markets around the world. So what kind of technology? Is it trading technology, clearing settlement technology, risk management technology? That really underpins the core thesis of being an exchange. And we do that for exchanges all over the world. And then as I mentioned before, we also provide integrity services, market surveillance capabilities, as well as other anti-financial crime technology. And when we thought about how we want to continue to progress Nasdaq, we wanna deepen our partnerships with our clients and the banks and brokerage community is such an important community to us. It obviously underpins the entire financial system. And if you think about how much the financial system is as a percentage of DDP around the world, it's a hugely important part of driving a a healthy economy. And so when we thought about what are the challenges along transparency, liquidity, and integrity that we can really amplify to support the clients, Adenza really came to the top of the list.
And why is that? As I mentioned, we provide critical market infrastructure. Calypso is one of the products within Adenza, and they provide critical market infrastructure to brokerage firms and banks all over the world. Trade analytics, clearing solutions, collateral management. Very consistent with what we do, but for different clientele. We've been branching into banks and brokers, they've been branching into exchange operators. So we have a really great thesis there to help amplify them and for them to honestly amplify us as well. And then the other key product within Adenza is AxiomSL, and that's the leading regulatory reporting tool for banks all over the world. And again, as we've been getting into the integrity suite where we want to help our clients comply with rules, manage criminals outta their networks, and just be really high integrity firms supporting their communities, the combination of AxiomSL with our Verafin and our surveillance solutions are, it's really just we become best in class in helping them manage risk and their regulatory needs.
The Adenza acquisition was a very natural extension of our strategy. It fits very well into our vision, which is to be the trusted fabric to the world's financial system. And so we then decided to approach you, Holden, to find out, is Adenza a business that we could maybe own? And we started that engagement with you in the beginning of 2023.
HOLDEN SPAHT:
So Adena, in this transformation journey, talk about how you engage with clients and the evolution of Nasdaq's relationship with clients and why you made some of the choices that you've made.
ADENA FRIEDMAN:
I think I mentioned to you at the beginning that for a period of time I had left Nasdaq, I went to Carlyle and was their CFO and helped them go public back in 2012. And then I came back to Nasdaq in 2014 as the president. And what was great about what, the role I took on is I actually took on running every business other than trading. And that was very intentional by our former CEO, Bob Greifeld, to make sure that I really focus in on the areas of growth in the company, so beyond our markets. I know the markets well, I've lived in the markets for a long time. What more do we do and what more can we do for our clients? So I went out and actually started meeting with banks, senior executives at banks, and understanding what do you like about what we do for you? What more could we do for you? But more importantly, what are the biggest problems you're trying to solve?
And I would say the consistent answer to that question was, we're trying to figure out how to manage our risk better. Our infrastructure is old, it's doesn't work well together, it's not well-connected, and we want to make sure that we can better manage risk, better manage all the regulatory elements of the business, and that we have this very significant issue in managing crime out of the networks. And yet we could do some of those things, but I would say that we were much more geared towards the corporate services that I mentioned in terms of investor relations and governance solutions, and then being a market technology provider to other exchanges. And as I listened to these banks and I thought, wow, those are big problems. They're exciting. If you're a technology provider and you can be that modern provider of those capabilities, that is something that I think can really define us and we can be that partner that I'm trying to be. I think we made a very conscious choice that we want to be a great partner to the banks.
And when I became CEO, we just started launching on that journey, and the first leg of that journey was anti-financial crime. It's just such a huge total market opportunity, a major growth area, and our surveillance business had been growing double digits for many years and it was one of our higher growers within Nasdaq. So we did a, a deep strategic review of anti-financial crime space and we said, what, what are the natural adjacencies to what we do today? What do our banks want us to become? And that's when we identified Verafin. And so in 2020 we engaged with Verafin and we completed that deal in 2021, but in the meantime, Thoma Bravo had bought Axiom so we knew Axiom was out in the market as we are finalizing the Verafin deal. And our team said, "Wow, that's an amazing technology." And we have certain leaders in the group that really understand the regulatory reporting technology really well. And we knew that was a great company, but we also knew that we were deploying our capital into Verafin.
So we said, "Let's focus, let's make sure we're really focusing on this, but wow, what a great, great platform." And so then in the last year we decided to reorient Nasdaq in those three key divisions as I mentioned. We really said, "Okay, if we're gonna be that all in partner to the banks and brokers, where can we leg in more?" And regulatory reporting, risk management, capital markets, technology critical, all of those are areas that we actually believe we should be great at, that our clients expect us to be a partner for. And that's when we identified Adenza. We knew Axiom. You had then bought Calypso and we hadn't really been part of that trade. We hadn't seen that turnover of the ownership there so when we then took a close look at Axiom and realized that both of those assets are there, it just, it really felt right to us in terms of our next step.
HOLDEN SPAHT:
Perfect. And maybe if you could shed some light on the process from Nasdaq's perspective. Maybe any big decision points or inflection points or as as you're developing your thesis, anything the audience might be interested to hear.
ADENA FRIEDMAN:
Sure. At the end of last year, we made a major step forward for Nasdaq to really continue to amplify and scale the business, and we created three divisions across Nasdaq. We have our capital access platforms division, which really focuses in on those transparency tools for corporates and investors and capital access, obviously capital access capabilities for corporates and investors. And we have our market platforms business that provides both the markets and the market tech that support a business. And then we have our anti-financial crime solutions, and we develop leaders across each of those. And what we then started working on is what is the strategy that's gonna take each of those businesses to the next level? And our strategy team within market platforms working with our corporate strategy team identified Adenza. So we said, "Okay, let's start to understand this business a little better." And when we were able to get access to certain financials just to understand it a little bit, we were just amazed, honestly, really amazed.
And I remember when Jim Chen, who's our head of M&A, came in to me and he said, "This is an incredible business. Let me explain it to you." It not only fit just incredibly well with our strategy, but the financial profile of the business is very consistent with ours, if not even better. So we just said, wow, this is a, a company we wanna pursue. So we reached out and Jim reached out to your team just to understand where you are in your lifecycle if you're having it as an investment. You know what, what were you thinking? And I think that at least kicked off the conversation. So I would actually ask you, Holden, once you got the call, what did you do and how did you react to it?
HOLDEN SPAHT:
Well, when we first got the call, I think my first question was probably why is an exchange operator, a domestic exchange operator interested in buying this super high quality financial technology asset that we own? And then my team started to educate me on some of the deals that you had done like Verafin and like inve- eVestment, both of which I remember looking at. And I remember I said, "Nasdaq bought those companies?" And then I started to dig into your company a bit more and what you were doing, and so it probably took a few weeks, but then I realized, and I could tell, and I said this earlier, that I think in our experience at least, companies are bought, not sold. And it was clear that you and your team had a thesis around it, right? As you said, you wanted to talk to us, you approached us, you have a very clear strategy around capital markets and that's what our software does. It enables safe compliant transactions to be executed and and to be compliant with regulations.
It did took a little bit, but I also could tell by the seriousness and the conviction that you and your team approached us with that it was a real thing and that it made sense strategically for you. I could tell that it was a, it was really a good fit from your perspective. And then I think the next question for me and our firm was, is it a good fit from our perspective? Because we knew you would have a constraint, which is how much cash you could pay for the deal because of how much work you've done improving Nasdaq's credit rating, how important that was to you. So we knew we would, or we assumed at the time that if we reached agreement on a price that made sense for us, we'd be a big shareholder in Nasdaq. So then it was incumbent on us to do our reverse due diligence and spend more time with you. And I think later on as we got into that, we also determined that was also a very good fit from Thoma Bravo's perspective.
ADENA FRIEDMAN:
Yeah. And I remember when the team started engaging with you all, they first said, "We really probably need to understand how do the two CEOs of the companies get along? Uh, how do we see this the future of our businesses? Uh, we have compatible cultures? Do we have compatible strategies? Do we feel that this would be a good fit?" So I had dinner with Didier and we had a great conversation, I have to say. And it was amazing at how quickly we knew that we were aligned on our cultures. You know, they're very much a client-driven execution culture. We're very much a client-driven execution culture. They really believe that they're truly dedicated to what they do to help solve their clients' biggest problems, and we are too. And then they have done a lot to continuously invest in their technology, this really great platform that allows 'em to grow and expand as the regulations change, or as new risks come into the markets, or new asset classes, new geographies.
They have a very modular technology, which is exactly how we've rebuilt our trade lifecycle technology. It was a lot of, uh, conviction but also a lot of compatibility in how we are taking the businesses forward. So on the back of that conversation, my understanding is that everything moved along a lot faster because we all knew that we understood each other, we understood the conviction we have, and that's when Holden, and I started talking to you specifically and having some really interesting conversations (laughs).
HOLDEN SPAHT:
I do remember that dinner in New York, of course I wasn't there 'cause I thought it was really important for you and Didier to get together 'cause we are the investors, we're very operational, but of course Didier runs the company just like you do. And I was curious to see how close, of course we've been approached by your head of M&A, but I also was like, no, you do any little minimal amount of work on Nasdaq and you realize that it is very much, you are the leader very clearly. You've been there a very long time, so I wanna see what kind of sponsorship it had from your level. And I remember that dinner was in like mid-March and I was in New York, but I wasn't at the dinner, but I had a drink with Didier afterwards. And I remember him saying, and I, I just remember this 'cause he said, y'all had a great dinner and a great discussion. And then I think at one point he asked you something like, what, what would you do with this company or with our company or something. And you said, "What do you mean what would we do? What would we do?"
And I thought that was a really profound and I've noticed that about your leadership. It's all about holding people accountable and along the journey. So that was... Anyway, that was a really interesting dinner and I think an important point in this transaction.
ADENA FRIEDMAN:
Yeah, I think it was too. And we did have that great conversation of we're partners. If we're gonna do this, we're gonna, as an organization, we have to come together and see that we're doing it together. But then I started having conversations with you Holden, and we had a really fun dinner actually. So we'd started to talk about the deal with a lot of details and a lot of conviction in both parts, on both sides. And then we decided to make sure that you knew more about Nasdaq 'cause as you said, if you're gonna be, if you were gonna sell Adenza to us you're gonna become a big investor in Nasdaq. And so I wanted to make sure you got to know other members of the senior executive team. So we had Tal Cohen who now runs the financial technology business and our markets business. Nelson Griggs who runs the capital access platforms business. And Jeremy, who's the head of strategy, and we all joined together and met with you and two of your teammates and had a really great dinner together.
But I, it was so funny, I remember Nelson immediately came in and said, "You have some great companies that might go public one day." (laughs).
HOLDEN SPAHT:
Yes.
ADENA FRIEDMAN:
He was immediately establishing that connection, but it was just a lot of fun. It was a really fun way for us to get to know each other.
HOLDEN SPAHT:
I agree. And I even remember the very first conversation, the Zoom we had where I was really anxious to meet you and it was early in the morning and pardon me, I was just curious since I hadn't spoken to you and I think y'all were gonna go to your board and and valuation. We had given you a lot of information over a couple of months to help you develop your thesis. You'd had dinner with Didier, but you were gonna go to your board and I wanted to share my perspectives and just really meet you. And I didn't know whether that was just gonna be kind of a meet and greet or whether that was gonna get serious based on how much... I didn't know how connected your organization was. Like is Jim speaking on behalf of the organization? Is he talking to you all the time? But it was within five minutes of that Zoom I knew that there was nothing you didn't know about what was happening. And so we immediately shifted, okay, perspectives on Adenza and valuation, which I was like, okay, this is very real.
But I also remember thinking on that call that I could tell your organization was very connected, which is telling, but also despite you running such an iconic brand, you have a very relatable style and intensity for sure. But a very relatable style that kind of, you push accountability on others, you have great leaders, people tend to hire the likes of their own, and so I also came away from that call and that Zoom extremely positive on your leadership.
ADENA FRIEDMAN:
Thanks Holden. I appreciate that (laughs).
HOLDEN SPAHT:
(laughs).
ADENA FRIEDMAN:
It was a great first call. And I have to say, my impression was that you were also someone who understood the business really well, understood the quality of the business. You were still pretty early in the investment cycle, so you're saying, look, we've got a lot of great things we're doing here and there's a lot more that we can do. And so we immediately, as you said, started engaging in on what does this do? How does this fit with us? How does it work for Adenza? And I think you genuinely cared about what is the future of the business. And that was even before we really started talking about how we would be structuring the deal. So you were genuinely interested in how does this continue to drive Adenza forward? How does it fit within Nasdaq? So I, it was a very substantive first call, which I like.
It's great to get to know people and you can do that, but you also wanna make sure that you're spending time wisely that you, as you said, are we serious about it? Are we casual about it? Let's understand that early so we know what kind of investment to make wi- in each other. So I thought it was a great first call. The dinner was terrific, and then we've had some good and more intense, uh, sessions together as well.
HOLDEN SPAHT:
We sure have. And I do remember those. As you said and we've talked about, it was important for us to get comfortable and that was the next step. And I, it was a little delicate 'cause y'all have, and we knew you and your company have a ton of work to do on our company and as you reminded me once or twice, we're actually buying you. But I was like, "Yes, but we're gonna own a lot of your stock and so we do need to get comfortable." And over the course of a week we had those two dinners, one where we, Brian Jaffee, Jamie and I sat with you and your team and we really liked, of course, like I said, people tend to hire the likes of their own. We thought you're Nelson, Jeremy, Tal, these are like really good people too. Not just great leaders but really good people, and so that was a great dinner. Then you and I and Orlando had a great dinner a week later, and that was really fun.
And then in the middle you did facilitate, which I was really appreciative of, a full day reverse diligence where we were trying to build our thesis around Nasdaq. 'Cause we're, like I said, we're rolling almost, you know, 100% of our profits of the deal into your stock. And that day was also really important for us at Thoma Bravo to get conviction that there's a really investible thesis. That we started to realize how dynamic your company is, your number one or number two in everything you do. And proforma for our transaction, you're gonna have this really big, unique billion and a half dollar, double digit growing, 50% margin financial technology division. So as you start to execute, we start to execute that there's a whole multiple re-rating opportunity for Nasdaq. So the fact that you facilitated that, you were so open and transparent with us was really helpful to us getting conviction and being such large shareholders.
And we found that even as we've closed the deal and I now have the, the privilege of of being your partner on the deal and on the board, that spirit of collaboration and learning and listening both ways has endured. So it's been really fun.
ADENA FRIEDMAN:
Yeah, and I remember the, the diligence, Brian and Jamie came in and they had modeled our company. It was incredible the 'cause they had taken all of what we provided, which is a lot of public information and there's a lot out there on us. And then we've been, um, providing just a little bit of more context around that, but we were relying a lot on public data. They had done such a tremendous job of, as you said, in a way, reverse engineering all the drivers to understand how it was gonna drive into the business. It was, their questions were incredibly insightful and very interesting, I was just incredibly impressed. And so we sat there all day. We wanted to make sure that you had you met with each of the leaders, each of the CFOs. It just, it was a very intense day, just like it was intense for many days. (laughs) for the Adenza team (laughs). We're not shy about asking questions and interrupting.
And so that intensity though, there's two things that come outta that. One is obviously you get a better understanding of the, the, the metrics and the drivers and all the things that, that drive the success or what risks exist of course. But the other thing is a sense of trust that you do by, by how people answer questions, how willing they are to open up. I think it's a, it's so important that you have trust when you're buying a company, um, because you have to know that you believe in everything and the veracity of everything that they're telling you. And with Adenza, it was totally open, very intense. The questions were, our questions were very intense, but they were able to answer the questions with a lot of precision, a lot of detail. And I think that really helped. And then they would have, they had a lot of data ready and that must have been a lot of effort behind the scenes, but they were ready for it, which was great.
HOLDEN SPAHT:
I'm glad you gave my team a shout out. Just like you, I have a really great team that makes me look smarter than I am.
ADENA FRIEDMAN:
(laughs).
HOLDEN SPAHT:
And they are really exceptional. So thank you to Colin-
ADENA FRIEDMAN:
That's the best team to have, by the way. Best team to have always.
HOLDEN SPAHT:
But it's, you know, when you say that too, because it's funny, I was looking back through my notes on this deal and one of the things also that was interesting to me when Brian sent a note around, 'cause I think he, there was the day of you dilligencing our company and then there was the reverse day. But on the day where you were dilligencing our company, you had all these people around, the feedback, the note internally said Adena was asking 75, 80% of the questions.
ADENA FRIEDMAN:
(laughs).
HOLDEN SPAHT:
Which I thought was okay. You know, I love that.
ADENA FRIEDMAN:
Of course the team had prepared me well, but at the same time, as you go through the day, it's not like you can script everything, right? So you hear something, it comes back and you get that curiosity just kicks in and I could see my team also, every member of the team just was ready to go and, and there's just so much curiosity across the table from each other. And I thought that your team though was handled it really well. It was the Adenza team, I should say, now they're our team handled it really well. And what it was great with Didier also is he actually let his team answer the questions. So Didier understood that this was the group that was gonna be a part of Nasdaq, that now today the financial technology division is almost equally comprised at the leadership level of Nasdaq and Adenza employees. So that was the team that really, that trust needed to be built there. So I thought that he did an excellent job of allowing his team to be the ones going through and explaining every part of the business, which was terrific.
HOLDEN SPAHT:
Adena, you have taken this company on an amazing journey. You have an incredible collection of assets now. You just bought and did one of the largest transactions in 2023. You now have us on your board, a new incredible company under your umbrella so to speak. Where do you go from here? What's next for Nasdaq?
ADENA FRIEDMAN:
The great thing, Holden, is that you're gonna help us with that answer because you are on our board now, so thank you. But right now we have a big job in front of us to make sure we successfully integrate Adenza into Nasdaq. And we want the entire team from Aden to feel that they are Nasdaq employees, that they are part of the Nasdaq experience, they're part of the Nasdaq culture. And so 2024 and probably most of 2025 will be around making sure we really do bring the organization together, number one. Number two, that we go deep on all of the solutions we offer our clients and understand the intersection of those solutions with our clients so that we can really unlock cross-sell opportunities. And then the third thing is to continue to modernize our technology. So we are very much focused on how do you bring the next generation of technology into everything we do?
And, as you know Holden, through your diligence, we've been moving our SaaS solutions into cloud. We've been moving our on-prem solutions into SaaS to try to make sure that we can leverage cloud capabilities, um, AI capabilities and definitely more modern data management capabilities to make it so that we can provide more and more value to the clients. So that modernization of the technology, integration of the people and the ability to cross sell to our clients is gonna be the big unlock for us. And we feel very excited about it. The team is incredibly energized and that really does define my strategic priorities for 2024.
HOLDEN SPAHT:
Excellent. That makes a lot of sense. And you're right, I probably knew the answer, but most people don't.
ADENA FRIEDMAN:
(laughs).
HOLDEN SPAHT:
Thank you for that and thank you for coming on the podcast. We appreciate you joining.
ADENA FRIEDMAN:
It's been great. Thank you.
HOLDEN SPAHT:
Thanks to Adena Friedman for talking with us today. For more about Nasdaq, visit nasdaq.com. And for more stories behind the deal, check out all of our episodes wherever you get your podcasts. Plus, don't forget to subscribe to Behind the Deal to hear the latest episodes as soon as they drop. If you like this episode, check out our mini-series, Beyond the Deal for more from Adena and me that you didn't hear today. Catch it on YouTube and here in this feed next week. From all of us at Thoma Bravo, I'm Holden Spaht.
ORLANDO BRAVO:
Thoma Bravo's Behind the Deal is produced by Thoma Bravo in partnership with Pod People. Stay tuned for more stories Behind the Deal. I'm Orlando Bravo. Thanks for listening.
Disclaimer:
Certain statements about Thoma Bravo made by portfolio company executives are intended to illustrate Thoma Bravo's business relationship with such persons, rather than Thoma Bravo's capabilities or expertise with respect to investment advisory services.
Portfolio company executives were not compensated in connection with their podcast participation, although, they generally receive compensation and investment opportunities in connection with their portfolio company roles. And in certain cases, are also owners of portfolio company securities and/or investors in Thoma Bravo funds. Such compensation and investments subject podcast participants to potential conflicts of interest.
