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NASDAQ, INC. 8-K Report, Corporate Update (Feb 2, 2021)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 2, 2021
Period End
February 2, 2021
Security
NDAQ
In the record · 2016–202610-K1110-Q328-K133

NDAQ filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 133 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Feb ’20Feb ’20
  3. Leadership change8-K · Jul ’22Jul ’22
  4. Material agreement8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed February 2, 2021. Cited figures are marked; the original filing is the authoritative source.

Nasdaq, Inc. (NDAQ) announced on February 2, 2021, a significant strategic move involving the sale of its U.S. fixed income business (NFI) to an affiliate of Tradeweb Markets Inc. This divestiture is a key development, allowing Nasdaq to potentially streamline its operations and focus on its core strengths.

The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to close later in 2021. In conjunction with this sale, Nasdaq is accelerating the issuance of approximately 6.2 million shares of its common stock to BGC Partners, L.P. or its assignees in 2021, a contingent obligation stemming from a 2013 purchase agreement.

To offset the dilutive impact of this accelerated share issuance and demonstrate confidence in its value, Nasdaq's Board of Directors has authorized an additional $1 billiona under its existing share repurchase program. This brings the total authorized amount to $1.41 billion, with purchases contingent upon the closing of the NFI transaction.

02—Key points

Key Highlights

  1. Nasdaq is selling its U.S. fixed income business (NFI) to an affiliate of Tradeweb Markets Inc.
  2. The transaction is expected to close later in 2021, pending regulatory approvals and other conditions.
  3. Approximately 6.2 million shares of Nasdaq common stock will be issued to BGC Partners, L.P. or its assignees in 2021 due to an acceleration of a prior contingent obligation.
  4. Nasdaq's Board has authorized an additional $1 billion for share repurchases, contingent on the NFI sale closing.
  5. The total share repurchase authorization now stands at $1.41 billion.
  6. The share repurchase program may be modified or discontinued at any time and has no set expiration date.

03—Questions

Frequently Asked Questions

  1. What is Nasdaq selling and to whom?

    Nasdaq is selling its U.S. fixed income business (NFI) to an affiliate of Tradeweb Markets Inc.

  2. When is the sale of the U.S. fixed income business expected to be completed?

    The transaction is expected to close later in 2021, subject to regulatory approvals and other customary closing conditions.

  3. What is the impact of this sale on Nasdaq's share count?

    Upon the closing of the transaction, approximately 6.2 million shares of Nasdaq common stock will be issued in 2021 due to the acceleration of a contingent obligation to BGC Partners, L.P. or its assignees.

  4. How is Nasdaq addressing the increased share count?

    Nasdaq's Board of Directors has authorized an additional $1 billion for share repurchases, which is contingent upon the closing of the NFI sale and the accelerated share issuance. This brings the total authorization to $1.41 billion, intended to offset the dilutive effect of the new shares.

04—Continue

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