Nasdaq Inc. Announces Pricing of Cash Tender Offers for $218 Million of Outstanding Debt Securities: Detailed Information

Nasdaq Announces Increased Cash Offer for Select Senior Notes

NEW YORK, Feb. 25, 2025 – Nasdaq, Inc. (Nasdaq: NDAQ), a leading global provider of trading, clearing, exchange technology, and market information, recently announced an increase in the consideration payable for its previously announced cash tender offers for up to an aggregate principal amount of $218,053,000 of its outstanding Notes. The Series Notes Caps have been increased as follows:

  • 2028 Notes: Up to $41,360,000 aggregate principal amount
  • 2034 Notes: Up to $57,583,000 aggregate principal amount
  • 2052 Notes: Up to $119,110,000 aggregate principal amount

The total aggregate purchase price, excluding accrued and unpaid interest, for these Notes amounts to approximately $197 million. The Tender Offers provide eligible holders of the Notes with the opportunity to sell their Notes to Nasdaq at the specified purchase price. This represents a premium to the market price for these Notes at the time of the announcement.

Impact on Individual Investors

For individual investors holding these Notes, this announcement could mean several things:

  • Potential for higher returns: If you are an investor holding these Notes, you may choose to participate in the Tender Offers to sell your Notes and receive the specified purchase price. This could potentially result in higher returns than if you were to hold the Notes until maturity.
  • Decision to hold or sell: It is essential to consider your investment objectives, risk tolerance, and financial circumstances before deciding whether to participate in the Tender Offers or hold onto your Notes. Consulting with a financial advisor could help you make an informed decision.
  • Potential tax implications: Be aware that accepting the Tender Offers may have tax implications. Consult with a tax professional to understand how this transaction may affect your tax situation.

Impact on the Global Financial Market

The impact of Nasdaq’s increased cash offers for its Senior Notes on the global financial market could be:

  • Market liquidity: This transaction could potentially improve market liquidity for these Notes as investors who wish to sell their holdings can do so at a premium to the market price.
  • Interest rates: This transaction could potentially impact interest rates in the market, as it represents a significant inflow of funds from Nasdaq and could influence investor sentiment.
  • Corporate finance: Companies considering debt issuance or refinancing may be influenced by this transaction, as it could potentially impact the pricing and terms of future debt offerings.

Conclusion

Nasdaq’s announcement of increased cash offers for its Senior Notes provides an opportunity for investors holding these Notes to potentially realize higher returns. However, it is crucial to consider individual investment objectives, risk tolerance, and financial circumstances before deciding whether to participate in the Tender Offers or hold onto the Notes. Furthermore, this transaction could have broader implications for market liquidity, interest rates, and corporate finance.

For more information about the Tender Offers, please refer to the offering documents and other materials that Nasdaq will distribute to eligible holders of the Notes. If you have any questions or need assistance, please do not hesitate to contact Nasdaq’s information agent, D.F. King & Co., Inc., at +1-800-967-4545 (toll-free) or +1-212-269-5550 (collect) or via email at [email protected].

Nasdaq, Inc. is a leading global provider of trading, clearing, exchange technology, and market information, and its offer to purchase these Senior Notes is just one of the many ways it continues to adapt and grow in the ever-evolving financial market landscape.

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