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Published on 6/22/2023 in the Prospect News Investment Grade Daily.

New Issue: Nasdaq prices $4.25 billion, €750 million of notes in six parts

By Angela McDaniels

Tacoma, Wash., June 22 – Nasdaq, Inc. priced $4.25 billion and €750 million of fixed-rate senior notes in a six-part offering, according to a company news release.

The company priced

• $500 million of 5.65% notes due 2025;

• $1 billion of 5.35% notes due 2028;

• $1.25 billion of 5.55% notes due 2034;

• $750 million of 5.95% notes due 2053;

• $750 million of 6.1% notes due 2063; and

• €750 million of 4.5% notes due 2032.

The company expects to use the proceeds, together with cash on hand and proceeds of other debt, to fund its acquisition of Adenza Holdings, Inc., to repay some Adenza debt and for general corporate purposes.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the lead bookrunners for the dollar issues. BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC are also bookrunners.

Goldman Sachs and J.P. Morgan Securities plc are the lead bookrunners for the euro notes. Merrill Lynch International, Citigroup Global Markets Ltd., Morgan Stanley & Co. International plc, Nordea Bank Abp, and Skandinaviska Enskilda Banken AB (publ) are also bookrunners.

The notes each feature a make-whole call option and then a par call option.

The notes are also callable at par for taxation reasons and putable at 101 if there is a change-of-control triggering event.

There is also a special mandatory redemption at 101 plus interest if Nasdaq’s acquisition of Adenza does not occur before the later of five business days after Sept. 10, 2024 and five business days after the extension of the outside date in the Adenza transaction agreement or if the company decides not to pursue the acquisition.

Nasdaq is a New York-based technology company that provides data, analytics, software and services in four segments: market technology, investment intelligence, corporate platforms and market services.

Issuer:Nasdaq, Inc.
Amount:$4.25 billion
Issue:Senior fixed-rate notes
Bookrunners:Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC (leads), BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC
Call option:Make-whole call option and then par call option
Put option:At 101 upon change-of-control triggering event
Pricing date:June 22
Settlement date:June 28
Distribution:SEC registered
2025 notes
Amount:$500 million
Maturity:2025
Coupon:5.65%
2028 notes
Amount:$1 billion
Maturity:2028
Coupon:5.35%
2034 notes
Amount:$1.25 billion
Maturity:2034
Coupon:5.55%
2053 notes
Amount:$750 million
Maturity:2053
Coupon:5.95%
2063 notes
Amount:$750 million
Maturity:2063
Coupon:6.1%
Euro notes
Issuer:Nasdaq, Inc.
Amount:€750 million
Issue:Senior fixed-rate notes
Maturity:2032
Coupon:4.5%
Bookrunners:Goldman Sachs & Co. LLC, J.P. Morgan Securities plc (leads), Merrill Lynch International, Citigroup Global Markets Ltd., Morgan Stanley & Co. International plc, Nordea Bank Abp, and Skandinaviska Enskilda Banken AB (publ)
Call option:Make-whole call option and then par call option
Put option:At 101 upon change-of-control triggering event
Pricing date:June 22
Settlement date:June 28
Distribution:SEC registered

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