MarketAxess Holdings Inc. (NasdaqGS:MKTX) entered into a membership interest purchase agreement to acquire Pragma Financial Systems LLC and Pragma LLC from Pragma Weeden Holdings LLC for approximately $135 million on August 5, 2023. The aggregate consideration payable will be an amount in cash equal to $75 million, subject to customary adjustments for cash, debt, transaction expenses and working capital, and a number of shares of the Company?s common stock having a value equal to $53 million. The amount of the cash consideration will also be increased, and the amount of the stock consideration correspondingly decreased by an amount to account for the cash-out by the Seller of its outstanding options in connection with the Transaction. Under the Purchase Agreement, the Seller is prohibited from transferring any of the Company common stock received in the Transaction for a period of six months following the Closing, subject to certain limited exceptions, and a portion of the stock consideration will be placed into escrow to secure the Seller?s indemnification obligations under the Purchase Agreement. The parties have each agreed to use their respective reasonable best efforts to consummate the Transaction, including to obtain required regulatory approvals and obtain clearance under the HSR Act under U.S. antitrust laws.

The Closing is subject to the satisfaction or waiver of certain conditions set forth in the Agreement, including, among others, the expiration or termination of the waiting period under the HSR Act, regulatory approval from FINRA, the receipt of certain third-party contractual consents and entry into certain other contractual arrangements. The Purchase Agreement contains customary termination provisions, including in the event the Transaction has not been completed by February 5, 2024. The transaction is expected to close in the fourth quarter, subject to the satisfaction of customary closing conditions. Broadhaven Capital Partners, LLC is serving as financial advisor and Stephanie C. Evans of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal adviser to Pragma. Michael J. Aiello, Adé Heyliger, Dennis F. Adams III, Joe Pari, John E. Scribner, Lyuba Goltser, Olivia J. Greer, Paul J. Wessel, Regina Readling, Michelle Sargent, Alicia Alterbaum, Michael C. Naughton, Ariel Fliman, and Rebecca Sivitz of Weil, Gotshal & Manges LLP is serving as legal advisor to MarketAxess.

MarketAxess Holdings Inc. (NasdaqGS:MKTX) completed the acquisition of Pragma Financial Systems LLC and Pragma LLC from Pragma Weeden Holdings LLC on October 2, 2023. As of October 25, 2023 the purchase consideration, after giving effect to adjustments in the purchase agreement, was approximately $128.6 million, consisting of approximately $80.4 million of cash and 216,173 shares of the Company?s common stock, valued at approximately $48.2 million on the closing date.