Item 8.01. Other Events
Purchase Agreement
On February 2, 2021, Nasdaq, Inc. ("Nasdaq") announced that it has entered into
a purchase and sale agreement (the "Purchase Agreement") to sell its U.S. fixed
income business, Nasdaq Fixed Income ("NFI"), to an affiliate of Tradeweb
Markets Inc. ("Tradeweb"). Pursuant to the Purchase Agreement, an affiliate of
Tradeweb will acquire all of the outstanding equity interests in certain
subsidiaries of Nasdaq and certain assets and liabilities related to NFI (the
"Transaction").
The closing of the Transaction is subject to regulatory approvals and the
satisfaction of other customary conditions, and is expected to occur later in
2021.
Acceleration of Share Issuance
Under the terms of the purchase agreement, dated April 1, 2013 (the "2013
Purchase Agreement"), by and among Nasdaq and BGC Partners, L.P. ("BGC") and
certain of BGC's affiliates, Nasdaq has a contingent obligation to issue 992,247
shares of Nasdaq common stock to BGC or its assignees every year through 2027 as
set forth in the 2013 Purchase Agreement. Upon the closing of the Transaction,
the aggregate number of Nasdaq shares that remain subject to this contingent
obligation is expected to be reduced (pursuant to the discounting adjustment
provisions set forth in the 2013 Purchase Agreement) and accelerated, which
would result in an issuance to BGC or its assignees of an aggregate of
approximately 6.2 million shares of Nasdaq in 2021.
Share Repurchase Program
On January 26, 2021, the Board of Directors (the "Board") of Nasdaq authorized
an additional $1 billion under Nasdaq's existing share repurchase program,
subject to, and conditioned upon, the closing of the Transaction and the
acceleration of the issuance of shares to BGC or its assignees. Following such
authorization, the aggregate amount authorized under Nasdaq's share repurchase
program is equal to $1.41 billion. Purchases under the share repurchase program
may be made from time to time at prevailing market prices in open market
purchases, privately-negotiated transactions, block purchase techniques or
otherwise, as determined by Nasdaq's management. The share repurchase program
may be suspended, modified or discontinued at any time and does not have a
defined expiration date.
Press Release
On February 2, 2021, Nasdaq issued a press release announcing the Transaction. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Nasdaq, Inc. Press Release, dated February 2, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses