Exhibit 99.2
Nasdaq, Inc. Announces Pricing of Cash Tender Offers and Acceptance of
$218 Million Outstanding Debt Securities
NEW YORK (February 25, 2025) Nasdaq, Inc. (Nasdaq: NDAQ) (Nasdaq or the Company) announced today the consideration payable in
connection with its previously announced offers to purchase for cash up to an aggregate principal amount of $218,053,000 (the Aggregate Notes Cap) (reflecting an $18,053,000 increase from the previously announced cap of $200,000,000) of
its outstanding Notes, comprised of (i) up to $41,360,000 aggregate principal amount (the 2028 Notes Cap) of the Companys 5.350% Senior Notes due 2028 (the 2028 Notes), (ii) up to $57,583,000 aggregate principal
amount (the 2034 Notes Cap) of the Companys 5.550% Senior Notes due 2034 (the 2034 Notes) and (iii) up to $119,110,000 aggregate principal amount (the 2052 Notes Cap) of the Companys 3.950% Senior
Notes due 2052 (the 2052 Notes), for a total aggregate purchase price, excluding accrued and unpaid interest, of approximately $197 million. The 2028 Notes, the 2034 Notes and the 2052 Notes are referred to collectively herein as
the Notes, such offers to purchase are referred to collectively herein as the Tender Offers and each a Tender Offer, and the 2028 Notes Cap, the 2034 Notes Cap and the 2052 Notes Cap are referred to collectively
herein as the Series Notes Caps and each a Series Notes Cap.
The table below sets forth, among other things, the Total
Consideration (as defined below) for each series of Notes, as calculated at 10:00 a.m., New York City time, today, February 25, 2025.
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Title of Security |
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Security
Identifiers |
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Principal Amount Outstanding |
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Series Notes Cap |
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U.S. Treasury Reference Security(1) |
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Fixed Spread
(basis points) |
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Reference Yield |
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Total Consideration(2)(3) |
2028
Tender
Offer |
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5.350% Senior Notes due 2028 |
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CUSIP: 63111X AH4
ISIN: US63111XAH44 |
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$921,360,000 |
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$41,360,000 |
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4.250% UST due January 15, 2028 |
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45 bps |
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4.109% |
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$1,023.63 |
2034
Tender
Offer |
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5.550% Senior Notes due 2034 |
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CUSIP: 63111X AJ0 ISIN: US63111XAJ00 |
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$1,187,583,000 |
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$57,583,000 |
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4.250% UST due November 15, 2034 |
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73 bps |
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4.311% |
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$1,035.58 |
2052
Tender
Offer |
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3.950% Senior Notes due 2052 |
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CUSIP: 631103 AM0 ISIN: US631103AM02 |
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$549,105,000 |
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$119,110,000 |
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4.500% UST due November 15, 2054 |
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82 bps |
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4.585% |
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$794.48 |
(1) |
The applicable page on Bloomberg from which the dealer manager quoted the bid side price of the U.S. Treasury
Security is FIT1. |
(2) |
Per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date (as defined below)
and accepted for purchase by the Company. Includes the Early Tender Premium (as defined below). |
(3) |
Does not include Accrued Interest (as defined below), which will also be payable as described below.
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The Tender Offers are being made upon the terms and subject to conditions described in the Offer to Purchase, dated February 10,
2025 (as it may be amended or supplemented from time to time, the Offer to Purchase), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and
conditions of the Tender Offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on February 24, 2025 (the Early
Tender Date). The Tender Offers for the Notes will continue to expire at 5:00 p.m., New York City time, on March 11, 2025, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated. As
previously announced, all conditions were satisfied or waived