Exhibit 99.1
Nasdaq, Inc. Announces Early Results of Cash Tender Offers for
Up to $218 Million Outstanding Debt Securities
NEW YORK (February 24, 2025) – Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq” or the “Company”) announced today the early results of its previously announced offers to purchase for cash up to an aggregate principal amount of $218,053,000 (the “Aggregate Notes Cap”) (reflecting an $18,053,000 increase from the previously announced cap of $200,000,000) of its outstanding Notes, comprised of (i) up to $41,360,000 aggregate principal amount (the “2028 Notes Cap”) of the Company’s 5.350% Senior Notes due 2028 (the “2028 Notes”), (ii) up to $57,583,000 aggregate principal amount (the “2034 Notes Cap”) of the Company’s 5.550% Senior Notes due 2034 (the “2034 Notes”) and (iii) up to $119,110,000 aggregate principal amount (the “2052 Notes Cap”) of the Company’s 3.950% Senior Notes due 2052 (the “2052 Notes”). The 2028 Notes, the 2034 Notes and the 2052 Notes are referred to collectively herein as the “Notes,” such offers to purchase are referred to collectively herein as the “Tender Offers” and each a “Tender Offer,” and the 2028 Notes Cap, the 2034 Notes Cap and the 2052 Notes Cap are referred to collectively herein as the “Series Notes Caps” and each a “Series Notes Cap.” The Tender Offers are being made upon the terms and subject to conditions described in the Offer to Purchase, dated February 10, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
As of 5:00 p.m., New York City time, on February 24, 2025 (such date and time, the “Early Tender Date”), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes listed in the table below has been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Title of
Security | | Security
Identifiers | | Principal Amount
Outstanding | | | Series Notes Cap | | | Principal
Amount
Tendered at
Early Tender
Date | | | Principal
Amount
Accepted | | | Approximate
Proration
Factor | |
2028 Tender Offer | | 5.350%
Senior
Notes
due 2028 | | CUSIP:
63111X AH4
ISIN:
US63111XAH44 | | $ | 921,360,000 | | | $ | 41,360,000 | | | $ | 356,599,000 | | | $ | 41,360,000 | | | | 12 | % |
2034 Tender Offer | | 5.550%
Senior
Notes
due 2034 | | CUSIP:
63111X AJ0
ISIN:
US63111XAJ00 | | $ | 1,187,583,000 | | | $ | 57,583,000 | | | $ | 448,646,000 | | | $ | 57,583,000 | | | | 13 | % |
2052 Tender Offer | | 3.950%
Senior
Notes
due 2052 | | CUSIP:
631103 AM0
ISIN:
US631103AM02 | | $ | 549,105,000 | | | $ | 119,110,000 | | | $ | 244,562,000 | | | $ | 119,110,000 | | | | 49 | % |
All conditions were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for Notes that were validly tendered on or prior to the Early Tender Date and that are accepted for purchase on February 27, 2025 (the “Early Settlement Date”).
The Tender Offers for the Notes will continue to expire at 5:00 p.m., New York City time, on March 11, 2025, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated.
