AI English summary of an SEC filing — figures as filed
Nasdaq NDAQNasdaq said on March March 19, 2024 that it entered into an underwriting agreement with Borse Dubai Limited, the selling stockholder, and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, under which the selling stockholder agreed to sell 26,956,522 shares of common stock.
Key points
AI summaryNasdaq said on March March 19, 2024 that it entered into an underwriting agreement with Borse Dubai Limited, the selling stockholder, and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, under which the selling stockholder agreed to sell 26,956,522 shares of common stock.
The company said the selling stockholder granted the underwriters an option to buy up to an additional 4,043,478 shares, exercisable for 30 days, and that it will not receive any proceeds from the sale. The offering is expected to close on March 22, 2024.
The company said it entered into Amendment No. 2 to the Stockholders' Agreement with Borse Dubai Limited on March 19, 2024. The amendment prohibits the selling stockholder, subject to certain exceptions, from transferring, selling, assigning or otherwise disposing of its common stock from March 19, 2024 for 18 months.
The company said that, for so long as the selling stockholder continues to beneficially own at least 10% of its outstanding shares as of March 19, 2024, it may nominate one director, and the company will recommend that nominee for election. The initial nominee is Essa Kazim, a director since March 1, 2008.
Summary
AI-writtenAnalysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Nasdaq Enters Underwriting Deal for Sale of 26,956,522 Shares Held by Borse Dubai
Nasdaq said on March March 19, 2024 that it entered into an underwriting agreement with Borse Dubai Limited, the selling stockholder, and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, under which the selling stockholder agreed to sell 26,956,522 shares of common stock.
Source · Based on the filing body and exhibits
Over-Allotment Option and No Proceeds to Company
The company said the selling stockholder granted the underwriters an option to buy up to an additional 4,043,478 shares, exercisable for 30 days, and that it will not receive any proceeds from the sale. The offering is expected to close on March 22, 2024.
Source · Based on the filing body and exhibits
Amendment No. 2 to Stockholders' Agreement: 18-Month Sale Restriction
The company said it entered into Amendment No. 2 to the Stockholders' Agreement with Borse Dubai Limited on March 19, 2024. The amendment prohibits the selling stockholder, subject to certain exceptions, from transferring, selling, assigning or otherwise disposing of its common stock from March 19, 2024 for 18 months.
Source · Based on the filing body and exhibits
Board Nomination Right Conditions and Essa Kazim
The company said that, for so long as the selling stockholder continues to beneficially own at least 10% of its outstanding shares as of March 19, 2024, it may nominate one director, and the company will recommend that nominee for election. The initial nominee is Essa Kazim, a director since March 1, 2008.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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