Nasdaq Agrees to Sell U.S. Preset Earnings Small business to Tradeweb Markets Nasdaq:NDAQ

NEW YORK, Feb. 02, 2021 (World NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ) declared currently that it has entered into a definitive arrangement to market its U.S. fastened money company, Nasdaq Fixed Earnings (NFI), to an affiliate of Tradeweb Markets Inc. (Nasdaq: TW), a foremost global operator of digital marketplaces for premiums, credit rating, equities and funds markets.

“Tradeweb Marketplaces is the suitable companion for NFI, as the put together offering is nicely positioned to provide expanding trader requires and makes a comprehensive suite of ideal in class execution solutions for all market place members,” said Tal Cohen, Government Vice President and head of North American Marketplaces, Nasdaq.

NFI has productively repositioned by itself in the U.S. Treasuries current market, establishing and launching new engineering and product choices, which will profit Tradeweb’s potential to meet its clients’ demands heading forward. The selection to market NFI aligns with Nasdaq’s company approach to concentrate its means and cash to maximize its potential as a major engineering and analytics company to the world-wide capital markets.

Money Impact:

As formerly disclosed in Nasdaq’s present and periodic reports, Nasdaq has a contingent obligation to difficulty 992,247 shares of Nasdaq common stock to BGC Companions, L.P. or its assignees every single 12 months by means of 2027 as set forth in the authentic order agreement connected with Nasdaq’s 2013 acquisition of the organization. Upon the closing of the sale of NFI, the aggregate amount of Nasdaq shares that stay subject to this contingent obligation is expected to be diminished (pursuant to the discounting adjustment provisions established forth in the primary buy arrangement for Nasdaq’s acquisition of the organization) and accelerated, which would consequence in an issuance to BGC or its assignees of an aggregate of around 6.2 million shares of Nasdaq in 2021.

Nasdaq intends to use the proceeds from the sale of NFI, offered tax added benefits and NFI performing and clearing capital, as effectively as other sources of funds to repurchase shares in order to offset dilution to non-GAAP earnings for every share, or EPS.  The proceeds from the sale, the remaining tax positive aspects connected to the 2013 buy, and the functioning and clearing money to be introduced on closing of the transaction are believed to whole close to $700 million.

To aid these repurchases, the Nasdaq’s Board of Directors has approved an improve to the share repurchase system of an supplemental $1 billion, issue to the closing of the NFI sale and acceleration of the share issuance to BGC or its assignees. Nasdaq does not expect to improve its leverage as a consequence of the share repurchases relevant to this transaction and intends to carry on with its formerly announced de-leveraging programs following the closing of the Verafin acquisition.

Just after offering effect to these repurchases, Nasdaq expects this transaction to be 2% dilutive to non-GAAP EPS in the twelve-month period of time right after its closing and does not hope substance dilution in subsequent durations.

Nasdaq Set Cash flow contributed around $23 million in income for the duration of the twelve-thirty day period period ending December 31, 2020.

The transaction is predicted to near later in 2021 subject to the fulfillment of customary closing disorders, which include the receipt of necessary regulatory approvals.

Advisors:

Morgan Stanley & Co. LLC is performing as special economic advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as counsel to Nasdaq.  

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a world-wide know-how corporation serving the capital markets and other industries. Our assorted featuring of facts, analytics, software and solutions enables clientele to enhance and execute their business enterprise vision with self-confidence. To study extra about the company, technological know-how solutions and job opportunities, take a look at us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

NON-GAAP Economical Measures

In this push release, Nasdaq offers forward-on the lookout estimates for non-GAAP EPS. Management makes use of this non-GAAP information and facts internally, together with U.S. GAAP information and facts, in analyzing our overall performance and in building economic and operational selections. We imagine our presentation of this evaluate presents investors with beneficial information, larger transparency and supplemental information relating to our economic ailment and outcomes of functions, which includes with respect to management’s expectations with regards to the affect of the planned transaction.

This evaluate is not in accordance with, or an alternate to, U.S. GAAP, and could be distinctive from non-GAAP steps used by other organizations. In addition, other businesses, which include providers in our field, might estimate this kind of actions differently, which lessens their usefulness as comparative measures. Investors should really not rely on any single economic measure when evaluating our organization. This non-GAAP info ought to be considered as supplemental in mother nature and is not intended as a substitute for our functioning benefits in accordance with U.S. GAAP.

Nasdaq does not deliver a GAAP EPS outlook or reconciliation of non-GAAP EPS to GAAP EPS in this press launch due to the fact variations in the things that Nasdaq excludes from GAAP EPS to calculate non-GAAP EPS can be dependent on future gatherings that are less able of remaining managed or reliably predicted by management and are not part of Nasdaq’s program working functions.  The combined impact and timing of recognition of these potential prices or gains is inherently unsure and complicated to forecast and is unavailable without having unreasonable endeavours.  In addition, Nasdaq thinks these kinds of reconciliations would indicate a diploma of precision and certainty that could be puzzling to traders.  Such goods could have a substantial effect on GAAP steps of monetary general performance.

CAUTIONARY Be aware Pertaining to Ahead-Searching STATEMENTS

This conversation includes ahead-wanting details relevant to Nasdaq and the proposed sale of the Nasdaq Fastened Income business enterprise by Nasdaq to an affiliate of Tradeweb Markets, which transaction entails significant dangers, uncertainties and assumptions that could cause genuine success to vary materially from these expressed or implied by this sort of statements. When utilized in this interaction, phrases these kinds of as “will”, “enable”, “intends”, “expected” and related expressions and any other statements that are not historical points are intended to identify ahead-hunting statements. Forward-wanting statements in this communication include things like, between other factors, statements about the likely added benefits of the proposed transaction, like statements relating to anticipations of potential running outcomes and monetary efficiency, the monetary situation, outcomes of functions and company of Nasdaq, the predicted timing of closing of the proposed transaction, and the use of proceeds from the proposed transaction. Pitfalls and uncertainties contain, amongst other issues, challenges associated to the capability of Nasdaq to consummate the proposed transaction on a timely foundation or at all Nasdaq’s potential to protected regulatory approvals on the conditions predicted, in a well timed way or at all the skill to comprehend the anticipated added benefits of the proposed transaction, which includes the chance that the anticipated added benefits from the proposed transaction will not be realized or will not be recognized inside the predicted time period of time disruption from the transaction generating it far more tough to manage business and operational relationships challenges linked to diverting management’s awareness from Nasdaq’s ongoing small business functions the unfavorable consequences of the announcement or the consummation of the proposed transaction on the marketplace rate of Nasdaq’s prevalent stock or on Nasdaq’s functioning outcomes important transaction expenses unidentified liabilities the danger of litigation or regulatory actions related to the proposed transaction long run levels of Nasdaq’s indebtedness, like further indebtedness that could be incurred in connection with the proposed transaction and the outcome of the announcement or pendency of the transaction on Nasdaq’s business associations, operating final results, and organization generally.

Further more info on these and other dangers and uncertainties relating to Nasdaq can be observed in its studies filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq helps make with the SEC from time to time and obtainable at www.sec.gov. These paperwork are also obtainable underneath the Investor Relations segment of Nasdaq’s web-site at http://ir.nasdaq.com/investor-relations. The ahead-hunting statements provided in this communication are made only as of the date hereof. Nasdaq disclaims any obligation to update these forward-looking statements, other than as demanded by law.

-NDAQF-

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