Item 1.01. Entry into a Material Definitive Agreement.
On
The Senior Notes were issued under the Indenture, dated
The Supplemental Indenture is filed as an exhibit to this Form 8-K and is incorporated herein by reference. The description of the Supplemental Indenture is qualified in its entirety by reference thereto.
In addition, in connection with the offering of the Senior Notes, the Company is filing a legal opinion regarding the validity of the Senior Notes, filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 8.01. Other Events.
In connection with the offering of the Senior Notes, the Company entered into an
Underwriting Agreement (the "Underwriting Agreement"), dated
The underwriting agreement and the press releases relating to the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference. The description of the underwriting agreement is qualified in its entirety by reference thereto.
The Company expects to use the net proceeds of the Senior Notes, along with
available cash balances, to refinance its existing 1.75% senior notes due 2023.
The Company intends to redeem all €600,000,000.00 aggregate principal amount
outstanding of the Company's 1.75% senior notes due 2023 (Common Code
141863002), originally issued on
The foregoing does not constitute a notice of redemption for the 1.75% Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number Description 1.1 Underwriting Agreement, datedJuly 27, 2021 , by and betweenNasdaq, Inc. and the underwriters named therein. 4.1 Indenture, dated as ofJune 7, 2013 , betweenNasdaq, Inc. andWells Fargo Bank, National Association , as trustee - incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K filed onJune 10, 2013 . 4.2 Twelfth Supplemental Indenture, datedJuly 30, 2021 , by and amongNasdaq, Inc. ,Wells Fargo Bank, National Association , asTrustee andHSBC Bank USA, National Association , as registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Company's 8-A filed onJuly 30, 2021 ). 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP - included as part of Exhibit 5.1 hereto. 99.1Nasdaq, Inc. Press Release Announcing the Launch of the Offering, datedJuly 27, 2021 . 99.2Nasdaq, Inc. Press Release Announcing the Pricing of the Offering, datedJuly 27, 2021 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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