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NDAQ Nasdaq Inc - 144A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2020 (April 23, 2020)

 

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38855

 

52-1165937

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

151 W. 42nd Street,

New York, New York

 

10036

(Address of principal executive offices)

 

(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

 

NDAQ

 

The Nasdaq Stock Market

0.875% Senior Notes due 2030

 

NDAQ30

 

The Nasdaq Stock Market

1.75% Senior Notes due 2029

 

NDAQ29

 

The Nasdaq Stock Market

1.750% Senior Notes due 2023

 

NDAQ23

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 1.01.Entry into a Material Definitive Agreement.

On April 28, 2020, Nasdaq, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 3.250% senior notes due 2050 (the “Senior Notes”). The offering of the Senior Notes was made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-224489) filed with the U.S. Securities and Exchange Commission on April 27, 2018. The Company expects to use the net proceeds from the offering to repay short term indebtedness.

The Senior Notes were issued under the Indenture, dated June 7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the Eighth Supplemental Indenture (the “Supplemental Indenture”), dated April 28, 2020, by and between the Company and the Trustee. The Supplemental Indenture includes the form of the Senior Notes. The Senior Notes will pay interest annually at a rate of 3.250% per annum and will mature on April 28, 2050.

The Supplemental Indenture is filed as an exhibit to this Form 8-K and is incorporated herein by reference. The description of the Supplemental Indenture is qualified in its entirety by reference thereto.

In addition, in connection with the offering of the Senior Notes, the Company is filing a legal opinion regarding the validity of the Senior Notes, filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

Item 8.01.Other Events.

In connection with the offering of the Senior Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated April 23, 2020, with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters. 

The underwriting agreement and the press releases relating to the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference. The description of the underwriting agreement is qualified in its entirety by reference thereto.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit
Number

  

Description

     
 

  1.1

  

Underwriting Agreement, dated April 23, 2020, by and among Nasdaq, Inc., and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC.

     
 

  4.1

  

Indenture, dated as of June 7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 10, 2013.

     
 

  4.2

  

Eighth Supplemental Indenture, dated April 28, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee.

     
 

  5.1

  

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

     
 

23.1

  

Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.

     
 

99.1

  

Nasdaq, Inc. Press Release Announcing the Launch of the Offering, dated April 23, 2020.

     
 

99.2

  

Nasdaq, Inc. Press Release Announcing the Pricing of the Offering, dated April 23, 2020.

     
 

104

  

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 28, 2020

 

 

NASDAQ, INC.

       

 

 

By:

 

/s/ John A. Zecca

 

 

Name:

 

John A. Zecca

 

 

Title:

 

Executive Vice President and Chief Legal Officer