“Tradeweb Markets is the right partner for NFI, as the combined offering is well positioned to serve growing investor needs and creates a comprehensive suite of best in class execution solutions for all market participants,” said Tal Cohen, Executive Vice President and head of North American Markets, Nasdaq.

NFI has successfully repositioned itself in the U.S. Treasuries market, developing and launching new technology and product offerings, which will benefit Tradeweb’s ability to meet its clients’ needs going forward. The decision to sell NFI aligns with Nasdaq’s corporate strategy to concentrate its resources and capital to maximize its potential as a major technology and analytics provider to the global capital markets.

Financial Impact:

As previously disclosed in Nasdaq’s current and periodic reports, Nasdaq has a contingent obligation to issue 992,247 shares of Nasdaq common stock to BGC Partners, L.P. or its assignees every year through 2027 as set forth in the original purchase agreement associated with Nasdaq's 2013 acquisition of the business. Upon the closing of the sale of NFI, the aggregate number of Nasdaq shares that remain subject to this contingent obligation is expected to be reduced (pursuant to the discounting adjustment provisions set forth in the original purchase agreement for Nasdaq's acquisition of the business) and accelerated, which would result in an issuance to BGC or its assignees of an aggregate of approximately 6.2 million shares of Nasdaq in 2021.

Nasdaq intends to use the proceeds from the sale of NFI, available tax benefits and NFI working and clearing capital, as well as other sources of cash to repurchase shares in order to offset dilution to non-GAAP earnings per share, or EPS. The proceeds from the sale, the remaining tax benefits related to the 2013 purchase, and the working and clearing capital to be released upon closing of the transaction are estimated to total approximately $700 million.

To facilitate these repurchases, the Nasdaq’s Board of Directors has authorized an increase to the share repurchase program of an additional $1 billion, subject to the closing of the NFI sale and acceleration of the share issuance to BGC or its assignees. Nasdaq does not expect to increase its leverage as a result of the share repurchases related to this transaction and intends to continue with its previously announced de-leveraging plans following the closing of the Verafin acquisition.

After giving effect to these repurchases, Nasdaq expects this transaction to be 2% dilutive to non-GAAP EPS in the twelve-month period after its closing and does not expect material dilution in subsequent periods.

Nasdaq Fixed Income contributed approximately $23 million in revenue during the twelve-month period ending December 31, 2020.

The transaction is expected to close later in 2021 subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals.

Advisors:

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