8-KMaterial AgreementsExhibits & Filings

NASDAQ, INC. 8-K Report, Material Agreement (Nov 13, 2007)

Filed November 13, 2007For Securities:NDAQ

Summary

This 8-K filing from NASDAQ, INC. (NDAQ) on November 13, 2007, reports a significant secondary offering of the company's common stock. Specifically, on November 8, 2007, the company facilitated the sale of 23,545,368 shares of its common stock by certain selling stockholders, including Hellman & Friedman Capital Partners funds, to Morgan Stanley & Co. Incorporated, acting as underwriter. The shares were sold at a price of $43.26 per share. It is crucial for investors to note that NASDAQ, INC. itself will not receive any proceeds from this sale. The transaction utilized the company's existing shelf registration statement on Form S-3. This filing primarily concerns the entry into a material definitive agreement related to this stock sale, with the purchase agreement itself being filed as an exhibit.

Key Highlights

  • 1NASDAQ, INC. entered into a purchase agreement on November 8, 2007, for the sale of its common stock.
  • 2A total of 23,545,368 shares of common stock were sold.
  • 3The sale was conducted by specific selling stockholders, including Hellman & Friedman Capital Partners funds.
  • 4Morgan Stanley & Co. Incorporated acted as the underwriter for this transaction.
  • 5The sale price for the shares was $43.26 per share.
  • 6NASDAQ, INC. will not receive any proceeds from this sale of shares by the selling stockholders.
  • 7The sale was made under the company's shelf registration statement on Form S-3.

Frequently Asked Questions

No, NASDAQ, INC. did not issue new shares. This filing concerns the sale of existing shares by specific selling stockholders, not a primary offering by the company.

The selling stockholders, including funds affiliated with Hellman & Friedman Capital Partners, will receive the proceeds from the sale of their shares. NASDAQ, INC. itself will not receive any proceeds.

The Form S-3 shelf registration statement allows the company to pre-register securities for future sale. In this case, it was used by the selling stockholders to facilitate the sale of their existing shares efficiently.

Morgan Stanley & Co. Incorporated acted as the underwriter, meaning they purchased the shares from the selling stockholders and are responsible for reselling them to the public.