NDAQ Nasdaq Inc - 144A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2020
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
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 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
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|
|1.75% 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. ☐
On December 7, 2020, Nasdaq, Inc. (the “Company”) issued press releases announcing the launch of a senior notes offering and the pricing of $600,000,000 aggregate principal amount of 0.445% senior notes due 2022, $650,000,000 aggregate principal amount of 1.650% senior notes due 2031, and $650,000,000 aggregate principal amount of 2.500% senior notes due 2040 (the “Offering”). The Offering is expected to close on December 21, 2020 subject to customary closing conditions.
The Offering 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.
On December 7, 2020, in connection with the Offering, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
The Underwriting Agreement and the press releases relating to the Offering are filed herewith as Exhibits 1.1, 99.1 and 99.2, respectively, and are incorporated herein by reference. The description of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1.
Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
|1.1||Underwriting Agreement, dated as of December 7, 2020, among Nasdaq, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.|
|99.1||Nasdaq, Inc. Press Release, dated December 7, 2020.|
|99.2||Nasdaq, Inc. Press Release, dated December 7, 2020.|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: December 7, 2020||NASDAQ, INC.|
/s/ John A. Zecca
|Name:||John A. Zecca|
|Title:||Executive Vice President and Chief Legal Officer|