(Reuters) -Nasdaq said on Friday that private equity firm Thoma Bravo will sell 41.6 million shares in the transatlantic exchange operator through a secondary public offering.
The announcement sent Nasdaq shares down 2.8% after the bell.
Last year, Nasdaq struck a $10.5 billion cash-and-stock deal to buy fintech firm Adenza from Thoma Bravo, giving the private equity firm a sizeable stake in the exchange operator.
Based on Nasdaq's last close, the offering will raise $2.79 billion for top shareholder Thoma Bravo and reduce its stake to 7.4%, or 42.8 million shares.
Thoma Bravo currently has a nearly 14.9% stake in Nasdaq, according to LSEG data. After the stake sale, it will become the fifth-largest shareholder in the exchange.
The exchange said Thoma Bravo's remaining shares in the company will be subject to an existing contractual lock-up until May 1, 2025.
Thoma Bravo-held Nasdaq shares coming to the market could be a positive catalyst to relieve an overhang on the shares, Morgan Stanley analyst Michael Cyprys wrote in a note to clients last month.
Nasdaq has also entered a share repurchase agreement with Thoma Bravo to buy back 1.2 million of its shares, provided the total amount of shares repurchased does not exceed $120 million.
The exchange will fund the concurrent share repurchase using its existing cash on hand and borrowings under its commercial paper program.
Earlier this year, Borse Dubai trimmed its stake in the exchange operator, ceding its spot as the company's top shareholder to Thoma Bravo.
Upon the completion of the offering, Borse Dubai will regain its spot as Nasdaq's largest shareholder.
Goldman Sachs is the sole book-running manager for the offering.