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NASDAQ, INC. 8-K Report, Material Agreement (Jul 30, 2021)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed July 30, 2021
Period End
July 27, 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

Summary

Summary of the 8-K filed July 30, 2021. Cited figures are marked; the original filing is the authoritative source.

Nasdaq, Inc. (NDAQ) has filed a Form 8-K to report on the completion of a public offering of €615 million in aggregate principal amount of 0.900%a senior notes due 2033.

These notes were issued under an existing indenture with a supplemental indenture dated July 30, 2021, and will mature on July 30, 2033, paying interest annually. The primary strategic purpose of this debt issuance is to refinance Nasdaq's outstanding 1.75%b senior notes due 2023.

The company intends to use the net proceeds from the new senior notes, combined with available cash, to redeem the entire €600 million principal amount of the 1.75%c notes. This move is expected to lower the company's overall interest expense by replacing higher-coupon debt with lower-coupon debt, thereby improving profitability and potentially enhancing shareholder value.

Key Highlights

  1. Completion of a public offering totaling €615,000,000 in 0.900% senior notes due 2033.
  2. The new notes carry a significantly lower coupon rate of 0.900% compared to the notes being refinanced.
  3. The primary use of proceeds is to redeem Nasdaq's outstanding €600,000,000 aggregate principal amount of 1.75% senior notes due 2023.
  4. This debt refinancing is expected to reduce the company's annual interest expense.
  5. The offering was made under Nasdaq's existing Form S-3 registration statement.
  6. The company entered into an Underwriting Agreement dated July 27, 2021, with the underwriters for the offering.
  7. Nasdaq has filed supporting legal opinions and press releases related to the offering.

Frequently Asked Questions

  1. What was the main financial event reported in this 8-K filing?

    The main event is Nasdaq's completion of a public offering of €615 million in 0.900% senior notes due 2033. These notes were issued to refinance existing debt.

  2. Why is Nasdaq issuing new debt and redeeming old debt?

    Nasdaq is issuing the new, lower-interest-rate notes to refinance its existing 1.75% senior notes due 2023. This strategy is intended to reduce the company's overall interest expense, which can improve profitability.

  3. What is the interest rate and maturity of the new notes?

    The new senior notes have an annual interest rate of 0.900% and will mature on July 30, 2033.

  4. How much of the old debt is being redeemed?

    Nasdaq intends to redeem the entire outstanding principal amount of its 1.75% senior notes due 2023, which is €600,000,000.