What was the primary event reported in this 8-K filing?

The primary event reported is the closing of The NASDAQ OMX Group, Inc.'s acquisition of the eSpeed platform from BGC Partners, Inc. It also details the associated registration rights agreement for contingent stock issuances.

What are the 'Consideration Shares' and how will they be issued?

Consideration Shares are shares of NASDAQ OMX common stock that will be issued to BGC Partners as part of the purchase price for the eSpeed platform. They will be issued ratably over 15 years, with a maximum of 992,247 shares per year, subject to anti-dilution adjustments and certain acceleration events. This issuance is exempt from public registration requirements.

What rights do BGC Partners holders have regarding these Consideration Shares?

The Registration Rights Agreement grants holders of Consideration Shares the right to have these shares registered for public resale by NASDAQ OMX at the company's expense. They also have the right to request one underwritten public offering per year and to participate in other NASDAQ OMX offerings ('piggyback' rights).

Does this acquisition involve any immediate public offering of shares?

This filing does not indicate an immediate public offering. Instead, it details the agreement for future, contingent issuances of common stock to BGC Partners, along with the rights to register and sell those future shares.

NDAQ 8-K: Material Agreements & Securities & Listing

Summary

This 8-K filing from The NASDAQ OMX Group, Inc. (now Nasdaq, Inc.) reports on the closing of the eSpeed acquisition from BGC Partners. The acquisition, initially announced on April 1, 2013, was completed on June 28, 2013. A key component of the transaction involves contingent future issuances of NASDAQ OMX common stock to BGC, totaling up to 992,247 shares annually for 15 years, subject to anti-dilution adjustments and specific acceleration events. This issuance is considered unregistered and falls under the exemption of Section 4(a)(2) of the Securities Act.

Key Highlights

1The NASDAQ OMX Group, Inc. has officially closed its acquisition of the eSpeed platform from BGC Partners.
2The closing date of the eSpeed acquisition was June 28, 2013.
3A significant portion of the purchase price involves contingent future issuances of NASDAQ OMX common stock.
4Up to 992,247 shares of NASDAQ OMX common stock can be issued annually for 15 years as consideration, subject to adjustments.
5A Registration Rights Agreement has been entered into, granting BGC Partners holders the right to register these future shares for public resale.
6The agreement allows BGC Partners holders to request underwritten public offerings and to 'piggyback' on other NASDAQ OMX offerings.
7The issuance of these 'Consideration Shares' is considered an unregistered sale of equity securities, exempt under Section 4(a)(2) of the Securities Act.

NASDAQ, INC. 8-K Report, Material Agreement (Jul 1, 2013)

Summary

Key Highlights

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