Nasdaq Inc. Announces Early Results of Cash Tender Offers for Outstanding Debt Securities
On December 15, 2025, Nasdaq Inc. (Nasdaq: NDAQ) revealed the early results of its cash tender offers aimed at repurchasing its outstanding debt securities. This strategic move is seen as a significant step in optimizing the company's capital structure and managing its debt obligations effectively.
1. Overview of the Tender Offers
The company initiated the tender offers for its 5.350% Senior Notes due 2028 and 3.950% Senior Notes due 2052, collectively referred to as the "Notes." These offers come with specific acceptance priority levels and caps on the total principal amount that can be repurchased. Notably, Nasdaq has increased the repurchase caps for both series of Notes:
- 2028 Notes Cap: Increased to $83,011,000 from the previous cap of $80,000,000.
- 2052 Notes Cap: Increased to $16,989,000 from the previous cap of $10,000,000.
This adjustment indicates Nasdaq's proactive approach to managing its debt portfolio and reflects confidence in its financial position.
2. Early Tender Results
As of the Early Tender Date, which concluded at 5:00 p.m. New York City time on December 12, 2025, a substantial amount of both series of Notes was tendered:
| Title of Security | Principal Amount Tendered at Early Tender Date | Principal Amount Accepted | Approximate Proration Factor |
|---|---|---|---|
| 2028 Notes | $287,683,000 | $83,011,000 | 29% |
| 2052 Notes | $88,876,000 | $16,989,000 | 19% |
Due to the high volume of valid tenders exceeding the respective caps, Nasdaq will accept a prorated portion of the Notes tendered. This means that only a fraction of the tendered amounts will be accepted, with the proration factors indicating the percentage of each series that will be purchased.
3. Conditions and Payment Details
All conditions for the Tender Offers were satisfied or waived by the Early Tender Date. Nasdaq has opted to make payments for the Notes accepted for purchase on December 17, 2025, which is designated as the Early Settlement Date. The company intends to fund this repurchase using available cash on hand and other sources of liquidity.
Total Consideration for Tendered Notes
The Total Consideration for each $1,000 principal amount of the Notes validly tendered and accepted will be calculated based on a fixed spread for each series, plus the yield on the applicable U.S. Treasury Reference Security determined on December 15, 2025. Importantly, the Total Consideration will also include an early tender premium of $30 per $1,000 principal amount.
Holders of the Notes will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the Early Settlement Date.
4. Future Tender Offer Timeline
The Tender Offers are set to expire on December 30, 2025, at 5:00 p.m. New York City time, unless extended or terminated earlier by the company. Investors are encouraged to refer to the Offer to Purchase for complete details regarding the Tender Offers.
5. Conclusion
Nasdaq's decision to conduct these cash tender offers reflects its ongoing commitment to prudent financial management and debt optimization. By repurchasing a portion of its outstanding Notes, the company not only aims to enhance its balance sheet but also to provide flexibility in its capital allocation. As the financial landscape evolves, Nasdaq continues to position itself strategically within the global capital markets.
