--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-177619" form_type: "8-K" ticker: "NDAQ" cik: "0001120193" company_name: "NASDAQ, INC." filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:22:33.127289+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Nasdaq issues $4.5B in senior notes and secures $600M term loan to fund Adenza acquisition ## Summary - Issued $4.25B USD senior notes (5.650% 2025, 5.350% 2028, 5.550% 2034, 5.950% 2053, 6.100% 2063) and €750M 4.500% notes due 2032. - Entered $600M unsecured term loan credit agreement with Bank of America as administrative agent; funded on closing of Adenza acquisition. - Special mandatory redemption at 101% if Adenza acquisition not consummated by September 2024 or abandoned. - Terminated existing 364-day bridge loan facility in connection with the new financing. ## SEC filing metadata - accession: 0001193125-23-177619 - form_type: 8-K - ticker: NDAQ - cik: 0001120193 - company_name: NASDAQ, INC. - filed_at: 2023-06-28T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/0001193125-23-177619-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-177619 - JSON: https://secwatch.observer/filing/0001193125-23-177619.json - Plain text: https://secwatch.observer/filing/0001193125-23-177619.txt ## Key facts - Material Agreements NASDAQ, INC. entered into Acquisition Term Loan Agreement with the lenders named therein, Bank of America, N.A., as administrative agent valued at up to $600 million (effective 2023-06-28). - Action: entry - Agreement: credit facility - Counterparty: the lenders named therein, Bank of America, N.A., as administrative agent - Value: up to $600 million - Effective: 2023-06-28 source text: On June 28, 2023, the Company entered into a Term Loan Credit Agreement with the lenders named therein, Bank of America, N.A., as administrative agent, and the other parties from time to time party thereto (the “Acquisition Term Loan Agreement”). The Acquisition Term Loan Agreement provides the Company with the ability to borrow up to $600 million on an unsecured basis to finance a portion of the cash consideration for the Acquisition, for repayment of certain debt of Adenza and its subsidiaries and to pay fees, costs and expenses related thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/0001193125-23-177619-index.htm - Material Agreements NASDAQ, INC. entered into Agreement and Plan of Merger with Adenza Holdings, Inc., Adenza Parent, LP, and the merger subsidiaries (effective 2023-06-10). - Action: entry - Agreement: merger - Counterparty: Adenza Holdings, Inc., Adenza Parent, LP, and the merger subsidiaries - Effective: 2023-06-10 source text: As previously announced, on June 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Nasdaq, Argus Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Argus Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, Adenza Holdings, Inc., a Delaware corporation (“Adenza”), and Adenza Parent, LP, a Delaware limited partnership (“Seller”), pursuant to which Nasdaq will acquire 100% of the stock of Adenza from Seller (the “Acquisition”). evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/0001193125-23-177619-index.htm - Material Agreements NASDAQ, INC. entered into Supplemental Indentures with Computershare Trust Company, N.A., as trustee (effective 2023-06-28). - Action: entry - Agreement: notes offering - Counterparty: Computershare Trust Company, N.A., as trustee - Effective: 2023-06-28 source text: The Senior Notes were issued under the Indenture, dated June 7, 2013, between the Company and Wells Fargo Bank, National Association, as trustee, as supplemented by (i) with respect to the 2025 Senior Notes, the Fourteenth Supplemental Indenture (the “Fourteenth Supplemental Indenture”), dated June 28, 2023, by and between the Company and Computershare Trust Company, N.A., as trustee, as successor to Wells Fargo Bank, National Association (the “Trustee”), (ii) with respect to the 2028 Senior Notes, the Fifteenth Supplemental Indenture (the “Fifteenth Supplemental Indenture”), dated June 28, 2023, by and between the Company and the Trustee, (iii) with respect to the 2034 Senior Notes, the Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture”), dated June 28, 2023, by and between the Company and the Trustee, (iv) with respect to the 2053 Senior Notes, the Seventeenth Supplemental Indenture (the “Seventeenth Supplemental Indenture”), dated June 28, 2023, by and between evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/0001193125-23-177619-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.