Exhibit 99.1
NOTICE OF REDEMPTION
Nasdaq, Inc.
5.250% Senior Notes due 2018 (the “Notes”)
CUSIP No. 631103 AE8
NOTICE IS HEREBY GIVEN THAT, pursuant to the indenture dated as of January 15, 2010 (the “Base Indenture”) between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) (the “Issuer”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and Section 4.1 of the second supplemental indenture, dated as of December 21, 2010 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Issuer and the Trustee relating to the 5.250% Senior Notes due 2018 (the “Notes”), the Issuer has elected to redeem all of the outstanding Notes on May 26, 2017 (the “Redemption Date”) at a redemption price equal to the greater of (i) 100% of the principal amount of the outstanding Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the outstanding Notes (exclusive of interest accrued and unpaid as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 40 basis points (the “Redemption Price”), plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date.
Payment of the Redemption Price of the Notes, plus accrued and unpaid interest, will be made on the Redemption Date only upon presentation and surrender of Notes to the Trustee, by hand or by mail at the following locations:
Registered & Certified Mail: | Regular Mail or Courier: | In Person by Hand Only: | ||
| Wells Fargo Bank, N.A. | Wells Fargo Bank, N.A. | Wells Fargo Bank, N.A. | ||
| Corporate Trust Operations | Corporate Trust Operations | Corporate Trust Services | ||
| MAC N9300-070 | MAC N9300-070 | MAC N9300-070 | ||
| 600 South Fourth Street | 600 South Fourth Street | 600 South Fourth Street | ||
| Minneapolis, MN 55402 | Minneapolis, MN 55402 | Minneapolis, MN 55402 |
Or
By Facsimile Transmission:
(612) 667-6282
Telephone:
(800) 344-5128
On the Redemption Date, the Redemption Price will become due and payable on Notes called for redemption and, unless the Issuer defaults in making payment of the Redemption Price, interest on Notes called for redemption shall cease to accrue on and after the Redemption Date. If any Note contains a CUSIP or ISIN number, no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in this Notice of Redemption and the holder should rely only on the other identification numbers printed on the Notes. Capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Indenture and the Notes.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, backup withholding, at a rate of 28%, generally may apply to the gross amount of any payment to a beneficial owner of a Note, unless the paying agent or other applicable withholding agent has received a properly completed IRS Form W-9 setting forth the beneficial owner’s taxpayer identification number or a properly completed IRS Form W-8, or the beneficial owner otherwise establishes an exemption.
* * * * *
Direct inquiries to the Trustee may be made by telephone to 1-800-344-5128 or by fax to 612-667-6282.
| Dated April 26, 2017 | Nasdaq, Inc. | |||||
| By: | Wells Fargo Bank, National Association, as Trustee | |||||