8-KMaterial AgreementsFinancial EventsOther Events+1

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

Filed July 30, 2021For Securities:NDAQ

Summary

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% 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% 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% 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

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

Frequently Asked Questions

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.

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.

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

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