UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
Purchase Agreement
On February 2, 2021, Nasdaq, Inc. (“Nasdaq”) announced that it has entered into a purchase and sale agreement (the “Purchase Agreement”) to sell its U.S. fixed income business, Nasdaq Fixed Income (“NFI”), to an affiliate of Tradeweb Markets Inc. (“Tradeweb”). Pursuant to the Purchase Agreement, an affiliate of Tradeweb will acquire all of the outstanding equity interests in certain subsidiaries of Nasdaq and certain assets and liabilities related to NFI (the “Transaction”).
The closing of the Transaction is subject to regulatory approvals and the satisfaction of other customary conditions, and is expected to occur later in 2021.
Acceleration of Share Issuance
Under the terms of the purchase agreement, dated April 1, 2013 (the “2013 Purchase Agreement”), by and among Nasdaq and BGC Partners, L.P. (“BGC”) and certain of BGC’s affiliates, Nasdaq has a contingent obligation to issue 992,247 shares of Nasdaq common stock to BGC or its assignees every year through 2027 as set forth in the 2013 Purchase Agreement. Upon the closing of the Transaction, the aggregate number of Nasdaq shares that remain subject to this contingent obligation is expected to be reduced (pursuant to the discounting adjustment provisions set forth in the 2013 Purchase Agreement) and accelerated, which would result in an issuance to BGC or its assignees of an aggregate of approximately 6.2 million shares of Nasdaq in 2021.
Share Repurchase Program
On January 26, 2021, the Board of Directors (the “Board”) of Nasdaq authorized an additional $1 billion under Nasdaq’s existing share repurchase program, subject to, and conditioned upon, the closing of the Transaction and the acceleration of the issuance of shares to BGC or its assignees. Following such authorization, the aggregate amount authorized under Nasdaq’s share repurchase program is equal to $1.41 billion. Purchases under the share repurchase program may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques or otherwise, as determined by Nasdaq’s management. The share repurchase program may be suspended, modified or discontinued at any time and does not have a defined expiration date.
Press Release
On February 2, 2021, Nasdaq issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 99.1 | Nasdaq, Inc. Press Release, dated February 2, 2021. | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 2, 2021 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||