UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 8.01. Other Events.
On July 21, 2021, Nasdaq, Inc. (the “Company”) issued a press release announcing that it has entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $475 million of the Company’s common stock. The ASR Agreement was entered into pursuant to the Company’s current $1.5 billion share repurchase authorization.
Under the ASR Agreement, the Company will make an initial payment of $475 million to Goldman Sachs and will receive an initial delivery of 2,039,940 shares of common stock on July 23, 2021. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms of the ASR Agreement, and the final settlement under the ASR Agreement is expected to be completed in the fourth quarter of 2021. At settlement, Goldman Sachs may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman Sachs. The terms of the accelerated share repurchases under the ASR Agreement are subject to adjustment if the Company enters into or announces certain types of transactions or takes certain corporate actions.
The ASR Agreement contains the principal terms and provisions governing the accelerated share repurchase, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Goldman Sachs is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the parties to one another.
As previously announced in a Current Report on Form 8-K filed on June 25, 2021, following the issuance by the Company of approximately 6.2 million shares of its common stock to Newmark SPV I, LLC, an assignee of BGC Partners, L.P., in connection with the consummation of the sale of the Company’s U.S. fixed income business on June 25, 2021, the Company is repurchasing shares in order to offset longer-term dilution to non-GAAP earnings per share.
A copy of the press release announcing the Company’s entry into the ASR Agreement is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release dated July 21, 2021. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 21, 2021 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||