8-KMaterial AgreementsFinancial EventsOther Events+1

NASDAQ, INC. 8-K Report, Material Agreement (Jun 10, 2013)

Filed June 10, 2013For Securities:NDAQ

Summary

This 8-K filing by The NASDAQ OMX Group, Inc. (now Nasdaq, Inc.) on June 10, 2013, details the company's successful issuance of €600 million in 3.875% Senior Notes due 2021. This debt offering was completed on June 7, 2013, under a registration statement filed earlier in the year. The proceeds from these Senior Notes are earmarked for the acquisition of the eSpeed platform and related expenses, with any remaining funds to be used for general corporate purposes, potentially including debt repayment. Importantly, this successful debt issuance allowed NASDAQ OMX to terminate its previously arranged $800 million Bridge Facility, which was intended to finance the eSpeed acquisition, indicating a strong capital position and successful execution of its financing strategy. Investors should note the specific use of proceeds and the company's proactive management of its financing arrangements.

Key Highlights

  • 1NASDAQ OMX completed a public offering of €600 million aggregate principal amount of 3.875% Senior Notes due 2021.
  • 2The offering closed on June 7, 2013, and was conducted under a previously filed Form S-3ASR Registration Statement.
  • 3Net proceeds from the Senior Notes are intended for the acquisition of the eSpeed platform and related expenses.
  • 4Additional proceeds may be used for general corporate purposes, including potential debt repayment.
  • 5NASDAQ OMX terminated its $800 million Bridge Facility Commitment Letter due to the successful debt offering, avoiding the need to draw on those funds.
  • 6The company entered into an Indenture and a Supplemental Indenture with Wells Fargo Bank, N.A., as trustee, to govern the Senior Notes.
  • 7An Underwriting Agreement was executed on June 4, 2013, with Deutsche Bank AG, London Branch and Merrill Lynch International acting as representatives for the underwriters.

Frequently Asked Questions