The ratings agency noted that while Nasdaq took on a significant amount of debt for the Adenza acquisition, it managed to reduce net leverage by limiting share buybacks more strictly than expected and prioritizing debt repayments. This deleveraging process was supported by strong results, resulting in EBITDA growth, cash generation and early repayment of debt.
Market volatility in 2025 boosted trading activity and helped improve Nasdaq's financial metrics. In the second quarter, the company reported a record U.S. cash stock trading volume. EBITDA for the first half of 2025 increased 23% compared to the same period last year.
As of June 30, Nasdaq's S&P Global Ratings adjusted debt-to-EBITDA ratio was 3.1 x, and the funds from operating activities (FFO)-to-debt ratio on an annualized basis was 24.9%.
S&P now expects the Nasdaq's adjusted debt-to-EBITDA ratio to remain below 3.5 x during its forecast period, even taking into account potential declines in trading volumes or potential debt-financed acquisitions. The agency forecasts an adjusted debt-to-EBITDA ratio of about 3.0 x and an FFO-to-debt ratio of more than 25% by the end of 2025, with further improvements expected in 2026.
Year-to-date revenue less transaction-based expenses grew 12% compared to the same period in 2024, with net market services revenue up 21%. The rating agencies highlighted Nasdaq's strong position in U.S. and Nordic cash stock trading and listing, as well as U.S. stock options and index options trading.
Fintech revenue from the Adenza acquisition further strengthened Nasdaq's business portfolio, accounting for 35% of revenue less transaction-based expenses for the six months ended June 30, 2025. Standard & Poor's believes this acquisition is in line with Nasdaq's strategy of expanding into high-growth data and analytics businesses.
S&P expects liquidity on the Nasdaq to remain strong. Aside from the $500 million senior unsecured notes due in 2026, the company has no other debt maturities until 2028. The Company maintains a $1.25 billion revolving credit facility available through 2027.
The stable outlook reflects S&P's expectation that Nasdaq will maintain its current EBITDA margin and keep its adjusted debt-to-EBITDA ratio below 3.5 x, with no major acquisitions expected over the next two years.
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