01—Abstract
Summary
Summary of the 8-K filed March 20, 2024. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing by Nasdaq, Inc. (NDAQ) on March 20, 2024, details a significant development involving Borse Dubai Limited's sale of a substantial portion of its Nasdaq shares.
Specifically, Borse Dubai has entered into an underwriting agreement to sell approximately 26.96 million shares, with an option for underwriters to purchase an additional 4.04 million shares, subject to closing conditions expected around March 22, 2024. This transaction does not directly impact Nasdaq's financials as the proceeds will go to the selling stockholder.
02—Key points
Key Highlights
- Borse Dubai Limited is selling 26,956,522 shares of Nasdaq common stock.
- Underwriters have an option to purchase an additional 4,043,478 shares.
- The sale is expected to close on March 22, 2024.
- Nasdaq, Inc. will not receive any proceeds from this share sale.
- Borse Dubai Limited has agreed not to sell its remaining shares for 18 months, with certain exceptions.
- Borse Dubai Limited will retain its right to nominate one director to Nasdaq's board as long as it holds at least 10% of outstanding shares.
- The transactions are subject to customary closing conditions.
03—Questions
Frequently Asked Questions
Who is selling Nasdaq shares, and how many?
Borse Dubai Limited is selling shares of Nasdaq common stock. They are selling 26,956,522 shares, and the underwriters have an option to purchase up to an additional 4,043,478 shares.
Does Nasdaq receive any money from this sale?
No, Nasdaq, Inc. will not receive any proceeds from this offering. The sale is being conducted by Borse Dubai Limited, and all proceeds will go to the selling stockholder.
What are the implications of the amended Stockholders' Agreement?
The amendment imposes an 18-month lock-up period on Borse Dubai Limited, restricting them from selling their remaining shares, subject to exceptions. Additionally, as long as Borse Dubai Limited holds at least 10% of the outstanding shares, they will continue to have the right to nominate one director to Nasdaq's board, subject to mutual agreement and recommendation for election by Nasdaq.
When is this share sale expected to be completed?
The offering is expected to close on March 22, 2024, provided that customary closing conditions are met.
04—Continue