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NASDAQ, INC. 8-K Report, Corporate Update (Jun 25, 2021)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed June 25, 2021
Period End
June 25, 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 · Apr ’20Apr ’20
  3. Leadership change8-K · Jul ’22Jul ’22
  4. Material agreement8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed June 25, 2021. Cited figures are marked; the original filing is the authoritative source.

Nasdaq, Inc. (NDAQ) announced the completion of the sale of its U.S. fixed income business (NFI) to Tradeweb Markets Inc. This transaction, effective June 25, 2021, marks a strategic divestiture for Nasdaq, allowing it to potentially streamline its operations and focus on core growth areas.

A significant secondary effect of this sale is the acceleration and issuance of approximately 6.2 million Nasdaq shares to Newmark SPV I, LLC, an assignee of BGC. This share issuance is a result of a contingent obligation outlined in a 2013 purchase agreement, which was adjusted and accelerated upon the closing of the NFI sale.

02—Key points

Key Highlights

  1. Completion of the sale of Nasdaq's U.S. fixed income business (NFI) to Tradeweb Markets Inc.
  2. The transaction was effective as of June 25, 2021.
  3. Nasdaq issued approximately 6.2 million shares of its common stock.
  4. The share issuance was to Newmark SPV I, LLC, an assignee of BGC.
  5. The share issuance was a result of accelerated contingent obligations from a 2013 purchase agreement.
  6. The 2013 Purchase Agreement with BGC Partners, L.P. and its affiliates was a key factor in the share issuance.
  7. A press release dated June 25, 2021, was issued to announce these events.

03—Questions

Frequently Asked Questions

  1. What is the main event being reported in this 8-K filing?

    The main event is the completion of the sale of Nasdaq's U.S. fixed income business (NFI) to Tradeweb Markets Inc.

  2. Why did Nasdaq issue new shares?

    Nasdaq issued approximately 6.2 million shares as a result of a contingent obligation from a 2013 purchase agreement with BGC Partners. The sale of NFI triggered an acceleration and adjustment of this obligation, leading to the share issuance.

  3. Who received the newly issued Nasdaq shares?

    The shares were issued to Newmark SPV I, LLC, which is an assignee of BGC.

  4. What is the strategic implication of selling the U.S. fixed income business?

    While not explicitly detailed in this filing, the sale of a business segment typically indicates a strategic decision by the company to divest non-core assets, potentially to focus resources on other areas, improve profitability, or reduce operational complexity.

04—Continue

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