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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/20 NASDAQ, Inc. 8-K:1,2,8,9 4/23/20 16:736K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-1.1 Underwriting Agreement HTML 204K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 157K 4: EX-5.1 Opinion of Counsel re: Legality HTML 27K 5: EX-99.1 Miscellaneous Exhibit HTML 15K 6: EX-99.2 Miscellaneous Exhibit HTML 16K 12: R1 Document and Entity Information HTML 58K 14: XML IDEA XML File -- Filing Summary XML 14K 15: XML XBRL Instance -- d836687d8k_htm XML 24K 16: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.DEF XBRL Definitions -- ndaq-20200423_def XML 43K 9: EX-101.LAB XBRL Labels -- ndaq-20200423_lab XML 71K 10: EX-101.PRE XBRL Presentations -- ndaq-20200423_pre XML 45K 7: EX-101.SCH XBRL Schema -- ndaq-20200423 XSD 18K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 23K 11: ZIP XBRL Zipped Folder -- 0001193125-20-123181-xbrl Zip 87K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020 ( i April 23, 2020)
i Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware |
i 52-1165937 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 151 W. 42nd Street, i New York, i New York |
i 10036 | |
| (Address of principal executive offices) |
(Zip code) |
Registrant’s telephone number, including area code: +1 i 212 i 401 8700
No change since last report
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, $0.01 par value per share |
i NDAQ |
i The Nasdaq Stock Market | ||
| i 0.875% Senior Notes due 2030 |
i NDAQ30 |
i The Nasdaq Stock Market | ||
| i 1.75% Senior Notes due 2029 |
i NDAQ29 |
i The Nasdaq Stock Market | ||
| i 1.750% Senior Notes due 2023 |
i NDAQ23 |
i The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 28, 2020, Nasdaq, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 3.250% senior notes due 2050 (the “Senior Notes”). The offering of the Senior Notes was made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-224489) filed with the U.S. Securities and Exchange Commission on April 27, 2018. The Company expects to use the net proceeds from the offering to repay short term indebtedness.
The Senior Notes were issued under the Indenture, dated June 7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the Eighth Supplemental Indenture (the “Supplemental Indenture”), dated April 28, 2020, by and between the Company and the Trustee. The Supplemental Indenture includes the form of the Senior Notes. The Senior Notes will pay interest annually at a rate of 3.250% per annum and will mature on April 28, 2050.
The Supplemental Indenture is filed as an exhibit to this Form 8-K and is incorporated herein by reference. The description of the Supplemental Indenture is qualified in its entirety by reference thereto.
In addition, in connection with the offering of the Senior Notes, the Company is filing a legal opinion regarding the validity of the Senior Notes, filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
| Item 8.01. | Other Events. |
In connection with the offering of the Senior Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated April 23, 2020, with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters.
The underwriting agreement and the press releases relating to the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference. The description of the underwriting agreement is qualified in its entirety by reference thereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit |
Description | |||
| 1.1 |
||||
| 4.1 |
||||
| 4.2 |
||||
| 5.1 |
||||
| 23.1 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto. | |||
| 99.1 |
Nasdaq, Inc. Press Release Announcing the Launch of the Offering, dated April 23, 2020. | |||
| 99.2 |
Nasdaq, Inc. Press Release Announcing the Pricing of the Offering, dated April 23, 2020. | |||
| 104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 28, 2020 |
NASDAQ, INC. | |||||
| By: |
/s/ John A. Zecca | |||||
| Name: |
||||||
| Title: |
Executive Vice President and Chief Legal Officer | |||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/28/20 | 4 | ||
| For Period end: | 4/23/20 | 4, 424B5, FWP | ||
| 4/27/18 | 4, 8-K, S-3ASR | |||
| 6/7/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Nasdaq, Inc. 10-K 12/31/23 133:17M 2/23/23 Nasdaq, Inc. 10-K 12/31/22 143:19M 2/23/22 Nasdaq, Inc. 10-K 12/31/21 144:19M 2/23/21 Nasdaq, Inc. 10-K 12/31/20 140:20M 12/09/20 Nasdaq, Inc. 424B5 1:629K Donnelley … Solutions/FA 12/07/20 Nasdaq, Inc. 424B5 1:618K Donnelley … Solutions/FA 8/05/20 Nasdaq, Inc. 10-Q 6/30/20 118:17M |