December 5, 2022

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General Evolution

Nasdaq Agrees to Promote U.S. Set Income Small business to Tradeweb Marketplaces

NEW YORK, Feb. 02, 2021 (World NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ) announced now that it has entered into a definitive settlement to sell its U.S. fastened revenue company, Nasdaq Fixed Income (NFI), to an affiliate of Tradeweb Markets Inc. (Nasdaq: TW), a top worldwide operator of electronic marketplaces for prices, credit rating, equities and money markets.

“Tradeweb Marketplaces is the proper partner for NFI, as the mixed providing is perfectly positioned to provide increasing investor desires and results in a extensive suite of most effective in class execution solutions for all current market members,” mentioned Tal Cohen, Govt Vice President and head of North American Markets, Nasdaq.

NFI has productively repositioned by itself in the U.S. Treasuries current market, acquiring and launching new know-how and item choices, which will profit Tradeweb’s potential to fulfill its clients’ demands likely forward. The determination to sell NFI aligns with Nasdaq’s company strategy to concentrate its sources and money to optimize its probable as a important technological innovation and analytics supplier to the world-wide funds markets.

Financial Influence:

As previously disclosed in Nasdaq’s current and periodic studies, Nasdaq has a contingent obligation to challenge 992,247 shares of Nasdaq prevalent stock to BGC Partners, L.P. or its assignees each individual 12 months via 2027 as set forth in the authentic obtain settlement involved with Nasdaq’s 2013 acquisition of the business enterprise. On the closing of the sale of NFI, the combination selection of Nasdaq shares that continue being matter to this contingent obligation is anticipated to be decreased (pursuant to the discounting adjustment provisions established forth in the first buy arrangement for Nasdaq’s acquisition of the business) and accelerated, which would result in an issuance to BGC or its assignees of an aggregate of roughly 6.2 million shares of Nasdaq in 2021.

Nasdaq intends to use the proceeds from the sale of NFI, readily available tax benefits and NFI operating and clearing capital, as well as other sources of income to repurchase shares in order to offset dilution to non-GAAP earnings for each share, or EPS.  The proceeds from the sale, the remaining tax added benefits relevant to the 2013 buy, and the doing work and clearing cash to be introduced on closing of the transaction are approximated to total around $700 million.

To aid these repurchases, the Nasdaq’s Board of Administrators has authorized an raise to the share repurchase application of an extra $1 billion, issue to the closing of the NFI sale and acceleration of the share issuance to BGC or its assignees. Nasdaq does not count on to boost its leverage as a result of the share repurchases relevant to this transaction and intends to proceed with its previously introduced de-leveraging strategies pursuing the closing of the Verafin acquisition.

Soon after providing impact to these repurchases, Nasdaq expects this transaction to be 2% dilutive to non-GAAP EPS in the twelve-thirty day period period of time soon after its closing and does not count on content dilution in subsequent periods.

Nasdaq Preset Money contributed somewhere around $23 million in earnings in the course of the twelve-month interval ending December 31, 2020.

The transaction is expected to near later on in 2021 subject to the satisfaction of customary closing ailments, such as the receipt of needed regulatory approvals.

Advisors:

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

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a worldwide technology company serving the funds markets and other industries. Our diverse offering of knowledge, analytics, computer software and providers permits clientele to enhance and execute their business enterprise vision with self-assurance. To study more about the enterprise, technological innovation solutions and occupation chances, check out us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

NON-GAAP Economic Actions

In this push release, Nasdaq offers ahead-on the lookout estimates for non-GAAP EPS. Administration makes use of this non-GAAP information internally, along with U.S. GAAP data, in evaluating our functionality and in earning fiscal and operational conclusions. We believe that our presentation of this measure presents traders with practical info, larger transparency and supplemental knowledge relating to our fiscal affliction and effects of operations, such as with regard to management’s anticipations pertaining to the impression of the planned transaction.

This evaluate is not in accordance with, or an option to, U.S. GAAP, and may well be distinctive from non-GAAP steps applied by other firms. In addition, other corporations, together with businesses in our sector, could calculate these kinds of steps in another way, which cuts down their usefulness as comparative actions. Investors must not count on any solitary financial evaluate when analyzing our business. This non-GAAP information and facts should be thought of as supplemental in nature and is not intended as a substitute for our running success in accordance with U.S. GAAP.

Nasdaq does not provide a GAAP EPS outlook or reconciliation of non-GAAP EPS to GAAP EPS in this press release mainly because alterations in the products that Nasdaq excludes from GAAP EPS to work out non-GAAP EPS can be dependent on upcoming activities that are significantly less able of remaining managed or reliably predicted by administration and are not part of Nasdaq’s regimen running things to do.  The merged effect and timing of recognition of these possible fees or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable attempts.  In addition, Nasdaq thinks these kinds of reconciliations would indicate a degree of precision and certainty that could be puzzling to traders.  Such items could have a substantial effects on GAAP steps of fiscal efficiency.

CAUTIONARY Note About Ahead-Hunting STATEMENTS

This interaction includes ahead-hunting facts associated to Nasdaq and the proposed sale of the Nasdaq Fixed Cash flow business by Nasdaq to an affiliate of Tradeweb Markets, which transaction entails considerable pitfalls, uncertainties and assumptions that could trigger precise success to differ materially from these expressed or implied by these statements. When employed in this communication, text this kind of as “will”, “enable”, “intends”, “expected” and comparable expressions and any other statements that are not historical info are intended to establish forward-on the lookout statements. Forward-looking statements in this conversation involve, amongst other points, statements about the potential positive aspects of the proposed transaction, like statements relating to anticipations of long term functioning final results and economical genera
l performance, the economic issue, effects of operations and business of Nasdaq, the predicted timing of closing of the proposed transaction, and the use of proceeds from the proposed transaction. Challenges and uncertainties include things like, amid other things, hazards linked to the capacity of Nasdaq to consummate the proposed transaction on a timely basis or at all Nasdaq’s capacity to safe regulatory approvals on the terms expected, in a timely fashion or at all the means to realize the expected positive aspects of the proposed transaction, which include the risk that the predicted added benefits from the proposed transaction will not be understood or will not be understood in the predicted time period disruption from the transaction generating it much more tricky to keep business enterprise and operational interactions hazards linked to diverting management’s awareness from Nasdaq’s ongoing business enterprise functions the adverse consequences of the announcement or the consummation of the proposed transaction on the market price of Nasdaq’s typical inventory or on Nasdaq’s running success sizeable transaction expenses mysterious liabilities the hazard of litigation or regulatory actions similar to the proposed transaction upcoming stages of Nasdaq’s indebtedness, including added indebtedness that may possibly be incurred in connection with the proposed transaction and the result of the announcement or pendency of the transaction on Nasdaq’s enterprise relationships, functioning results, and small business typically.

Even further info on these and other risks and uncertainties relating to Nasdaq can be located 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 accessible at www.sec.gov. These paperwork are also out there beneath the Trader Relations segment of Nasdaq’s web-site at http://ir.nasdaq.com/investor-relations. The forward-searching statements bundled in this conversation are manufactured only as of the day hereof. Nasdaq disclaims any obligation to update these ahead-searching statements, besides as required by regulation.

-NDAQF-

Media Contact Nasdaq Joe Christinat (646) 441-5121 (646) 284-5920 [email protected]