Nasdaq, Inc. Announces Proposed Senior Notes Offering

Rhea-AI Summary

Nasdaq, Inc. (NDAQ) announced its plan to offer senior notes, subject to market conditions, to finance its pending acquisition of Verafin Holdings Inc. The expected net proceeds will also be used to repay Verafin's outstanding debts and for general corporate purposes. Major banks, including J.P. Morgan and Goldman Sachs, will manage the Offering. The Offering will be conducted under a previously filed shelf registration with the SEC and will include forward-looking statements about potential risks and market conditions.

Positive

• Initiating an offering of senior notes for strategic acquisition funding.
• Acquisition of Verafin expected to enhance long-term growth.

Negative

• Dependence on market conditions for successful offering.
• Potential risks associated with the acquisition and market fluctuations.

NEW YORK, Dec. 07, 2020 (GLOBE NEWSWIRE) -- Nasdaq, Inc. (the “Company”) (Nasdaq: NDAQ) today announced that it plans to offer, subject to market and other conditions, senior notes (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.

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.

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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These statements include, but are not limited to, statements about the Offering, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control. These factors include, but are not limited to, the Company’s ability to implement its strategic initiatives and consummate the pending acquisition of Verafin, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, the potential impact of the COVID-19 pandemic on the Company’s business, operations, results of operations, financial condition, workforce or the operations or decisions of its customers, suppliers or business partners, and other factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence.

MEDIA RELATIONS CONTACT:

Allan Schoenberg
+1.212.231.5534
allan.schoenberg@nasdaq.com

Will Briganti
+1.646.964.8169
william.briganti@nasdaq.com

INVESTOR RELATIONS CONTACT:

Ed Ditmire, CFA
+1.212.401.8737
ed.ditmire@nasdaq.com

-NDAQF-

FAQ

What is Nasdaq planning regarding senior notes?

Nasdaq plans to offer senior notes to fund its acquisition of Verafin Holdings and repay Verafin's debts.

Who is managing the senior notes offering for Nasdaq?

J.P. Morgan, BofA Securities, Goldman Sachs, and Morgan Stanley are joint book-running managers for the offering.

How will Nasdaq use the proceeds from the senior notes?

The proceeds will fund the acquisition of Verafin, repay outstanding debts, and cover general corporate expenses.

What are the potential risks associated with Nasdaq's offering?

Risks include market conditions affecting the offering and uncertainties related to the acquisition of Verafin.