UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
Closing of the Sale of NFI
On June 25, 2021, Nasdaq, Inc. (“Nasdaq”) announced that it has completed the previously announced sale of its U.S. fixed income business, Nasdaq Fixed Income (“NFI”), to Tradeweb Markets Inc. (the “Transaction”).
Acceleration of Share Issuance
As previously disclosed, pursuant to 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, upon the closing of the Transaction, Nasdaq’s contingent obligation to issue Nasdaq shares to BGC or its assignees was reduced (pursuant to the discounting adjustment provisions set forth in the 2013 Purchase Agreement) and accelerated. At the closing of the Transaction, Nasdaq issued approximately 6.2 million shares of Nasdaq to Newmark SPV I, LLC, an assignee of BGC.
Press Release
On June 25, 2021, Nasdaq issued a press release announcing the closing of the Transaction and the issuance of approximately 6.2 million shares of Nasdaq to Newmark SPV I, LLC, an assignee of BGC. 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 June 25, 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: June 25, 2021 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||