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Nasdaq, Inc. (the “Company”) (Nasdaq: NDAQ) today announced that it priced a public offering of $600,000,000 aggregate principal amount of 0.445% senior notes due 2022, $650,000,000 aggregate principal amount of 1.650% senior notes due 2031 and $650,000,000 aggregate principal amount of 2.500% senior notes due 2040 (the “Offering”). The Company expects to use the net proceeds from the Offering, together with cash on hand and proceeds of other debt, to fund the cash consideration payable by the Company in connection with its pending acquisition of Verafin Holdings Inc. (“Verafin”), to repay certain outstanding indebtedness of Verafin and its subsidiaries and to pay related expenses, and for general corporate purposes. The Offering is expected to close on December 21, 2020, subject to customary closing conditions.
J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC will act as joint book-running managers for the Offering. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Skandinaviska Enskilda Banken AB (publ), and Wells Fargo Securities, LLC are also acting as joint book-running managers. ICBC Standard Bank Plc, Siebert William Shank & Co., LLC, TD Securities (USA) LLC, Academy Securities, Inc., Blaylock Van, LLC and Loop Capital Markets LLC are acting as co-managers for the Offering.
The Offering will be made pursuant to an effective shelf registration statement, previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Before investing, you should read the prospectus supplement and accompanying prospectus, as well as other documents the Company has filed with the SEC, for a more complete understanding of the Company and the Offering. These documents are available for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies may be obtained by contacting J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk – 3rd Floor, Telephone: (212) 834-4533; BofA Securities, Inc. at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com; 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; or Morgan Stanley & Co. LLC at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by telephone at (866) 718-1649 or by emailing prospectus@morganstanley.com.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
