Nasdaq Announces Launch of Secondary Offering of Nasdaq Common Stock
July 26 2024 - 3:10PM
Nasdaq, Inc. (Nasdaq: NDAQ) (the “Company” or “Nasdaq”) today
announced a secondary public offering of 41,604,207 shares of its
common stock currently held by Argus Seller, LP (the “Selling
Stockholder”), an affiliate of certain funds managed by Thoma
Bravo, L.P. Nasdaq is not selling any shares of its common stock
and will not receive any proceeds from the sale of the shares by
the Selling Stockholder in the offering.
In addition, on July 25, 2024, Nasdaq entered into a share
repurchase agreement with the Selling Stockholder conditioned on
the secondary public offering, pursuant to which Nasdaq has agreed
to purchase from the Selling Stockholder 1,200,000 shares of common
stock, provided that the total amount of shares to be repurchased
does not exceed $120 million (the “Concurrent Share Repurchase”).
The Concurrent Share Repurchase is part of the Company’s existing
share repurchase program and offsets employee dilution. Nasdaq
intends to fund the Concurrent Share Repurchase from existing cash
on hand, together with borrowings under its commercial paper
program. The underwriters will not receive any compensation for the
shares being repurchased by Nasdaq.
At the completion of the offering and the Concurrent Share
Repurchase, the Selling Stockholder is expected to hold 42,804,207
shares, representing approximately 7.4% of Nasdaq’s outstanding
shares, which remain subject to an existing contractual lock-up
until May 1, 2025.
Goldman Sachs & Co. LLC is acting as sole book-running
manager for the offering.
Nasdaq has filed a registration statement (including a
prospectus) with the U.S. Securities and Exchange Commission (the
“SEC”) for the offering to which this communication relates. Before
you invest, you should read the prospectus in the registration
statement and other documents Nasdaq has filed with the SEC for
more complete information about Nasdaq and the offering. You may
get these documents for free by visiting EDGAR on the SEC’s website
at www.sec.gov. Alternatively, Nasdaq, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus if you request it by contacting Goldman Sachs & Co.
LLC, Prospectus Department, 200 West Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the securities described herein, nor shall there be any offer or
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Nasdaq
Nasdaq (Nasdaq: NDAQ) is a leading global technology company
serving corporate clients, investment managers, banks, brokers, and
exchange operators as they navigate and interact with the global
capital markets and the broader financial system. We aspire to
deliver world-leading platforms that improve the liquidity,
transparency, and integrity of the global economy. Our diverse
offering of data, analytics, software, exchange capabilities, and
client-centric services enables clients to optimize and execute
their business vision with confidence.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking information that
involves substantial risks, uncertainties and assumptions that
could cause actual results to differ materially from those
expressed or implied by such statements. When used in this
communication, words such as “enables”, “intends”, “will”, “can”,
“expected”, “enhances” and similar expressions and any other
statements that are not historical facts are intended to identify
forward-looking statements. Forward-looking statements in this
press release include, among other things, statements about the
offering, Nasdaq’s plans, objectives, expectations and intentions
and the financial condition, results of operations and business of
Nasdaq. Risks and uncertainties include, among other things, risks
related to the ability of Nasdaq to consummate the offering,
Nasdaq’s ability to implement its strategic vision, initiatives,
economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and
global competition, and other factors detailed in Nasdaq’s reports
filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq makes
with the SEC from time to time and available at www.sec.gov. These
documents are also available under the Investor Relations section
of the Company’s website at
http://ir.nasdaq.com/investor-relations. The forward-looking
statements included in this communication are made only as of the
date hereof. Nasdaq disclaims any obligation to update these
forward-looking statements, except as required by law.
Media Relations Contact:
Marleen Geerlof+1.347.380.3520Marleen.Geerlof@Nasdaq.com
Investor Relations Contact:
Ato Garrett+1.212.401.8737Ato.Garrett@Nasdaq.com
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