NDAQ » Topics » Public Equity Offerings

This excerpt taken from the NDAQ 10-K filed Feb 27, 2009.

Public Equity Offerings

 

In the first quarter of 2006, we completed a public offering of 15,979,513 shares of common stock, of which we sold 8,042,142 shares issued from common stock in treasury and FINRA and other selling stockholders sold 7,937,371 shares. We used a portion of the net proceeds obtained from this offering to fund the redemption of our Series C Cumulative preferred stock. See “Preferred Stock,” below for further discussion.

 

In May 2006, we completed another public offering of 18,500,000 shares of our common stock, for net proceeds of $665.2 million before deducting offering expenses. These proceeds were used to prepay a portion of the amount outstanding under our then-outstanding credit facilities.

 

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

Public Equity Offerings

 

In the first quarter of 2005, we completed a public offering of 16,586,980 shares of common stock owned by FINRA and an additional 3,246,536 shares of common stock owned by selling stockholders who received their shares upon the exercise of warrants purchased in our private placements in 2000 and 2001. We, our officers or other employees did not sell any shares in the offering and we did not receive any proceeds from the offering.

 

In the first quarter of 2006, we completed another public offering of 15,979,513 shares of common stock, of which we sold 8,042,142 shares issued from common stock in treasury and FINRA and other selling stockholders sold 7,937,371 shares. Other selling stockholders initially received their shares through the exercise of warrants they purchased in our 2000 and 2001 private placements. We used a portion of the net proceeds obtained from this offering to fund the redemption of our Series C Cumulative preferred stock (see below).

 

In May 2006, we completed a third public offering of 18,500,000 shares of our common stock, for net proceeds of $665.2 million before deducting offering expenses. These proceeds were used to prepay a portion of the amount outstanding under the April 2006 Credit Facility. See Note 9, “Debt Obligations,” for further discussion.

 

In the fourth quarter of 2007, H&F sold all of the shares held outright and underlying the 3.75% convertible notes and warrants held by them in a public offering. In addition, SLP and other partners sold a portion of the shares underlying the $205.0 million convertible notes and a portion of the warrants held by other partners. In connection with the sales, we issued 16,554,814 shares from treasury stock and 8,223,045 shares of newly issued common stock. The shares sold consisted of shares issued through the conversion of the 3.75% convertible notes and the cashless exercise of the warrants issued to H&F and other partners. See “Convertible Notes and Warrants,” below for further discussion on the sale.

 

Public Equity Offerings

 

In the first quarter of 2005, we completed a public
offering of 16,586,980 shares of common stock owned by FINRA and an additional 3,246,536 shares of common stock owned by selling stockholders who received their shares upon the exercise of warrants purchased in our private placements in 2000 and
2001. We, our officers or other employees did not sell any shares in the offering and we did not receive any proceeds from the offering.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In the first quarter of 2006, we completed another public offering of 15,979,513 shares of common stock, of which we sold 8,042,142 shares issued from
common stock in treasury and FINRA and other selling stockholders sold 7,937,371 shares. Other selling stockholders initially received their shares through the exercise of warrants they purchased in our 2000 and 2001 private placements. We used a
portion of the net proceeds obtained from this offering to fund the redemption of our Series C Cumulative preferred stock (see below).

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In May 2006, we completed a third public offering of 18,500,000 shares of our common stock, for net proceeds of $665.2 million before deducting offering
expenses. These proceeds were used to prepay a portion of the amount outstanding under the April 2006 Credit Facility. See Note 9, “Debt Obligations,” for further discussion.

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In the fourth quarter of 2007, H&F sold all of the shares held outright and underlying the 3.75% convertible notes and
warrants held by them in a public offering. In addition, SLP and other partners sold a portion of the shares underlying the $205.0 million convertible notes and a portion of the warrants held by other partners. In connection with the sales, we
issued 16,554,814 shares from treasury stock and 8,223,045 shares of newly issued common stock. The shares sold consisted of shares issued through the conversion of the 3.75% convertible notes and the cashless exercise of the warrants issued to
H&F and other partners. See “Convertible Notes and Warrants,” below for further discussion on the sale.

 

STYLE="margin-top:0px;margin-bottom:0px">Preferred Stock

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">As part of the separation from FINRA, we repurchased shares of common stock from FINRA during 2001 and 2002 for cash and shares of our Series A Cumulative
preferred stock and one share of our Series B preferred stock. In November 2004, we entered into an exchange agreement with FINRA pursuant to which FINRA exchanged 1,338,402 shares of Series A Cumulative preferred stock, representing all the
outstanding shares of Series A Cumulative preferred stock, for 1,388,402 shares of newly issued Series C Cumulative preferred stock (face and liquidation value of $100 per share, plus any accumulated and unpaid dividends). The Series C Cumulative
preferred stock accrued quarterly dividends at an annual rate of 3.0% for all periods until July 1, 2006 and at an annual rate of 10.6% for periods thereafter, payable at the discretion of our board of directors.

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On April 21, 2005, we and FINRA entered into a Stock Repurchase and
Waiver Agreement whereby FINRA consented to the financing of the INET acquisition. In exchange for the waiver, we repurchased 384,932 shares of Series C Cumulative preferred stock owned by FINRA for approximately $40.0 million, which included all
accrued and unpaid dividends and Additional Redemption Amounts (as defined in the Certificate of Designations, Preferences and Rights of the Series C Cumulative preferred stock) due on these repurchased shares. As a result of the Stock Repurchase
and Waiver Agreement, the carrying value of the Series C Cumulative preferred stock was adjusted to $93.4 million and was to accrete to its total redemption value of $95.3 million.

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The Nasdaq Stock Market, Inc.

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Notes to Consolidated Financial Statements—(Continued)

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On September 30, 2005, we evaluated the likelihood of redeeming the Series C Cumulative
preferred stock by December 31, 2005, our original estimate of its redemption date. Our management then expected that it was more probable that the redemption would take place by March 2006. Therefore, in the third quarter of 2005, we recorded
a pre-tax charge of $1.8 million for the increase in fair market value of the amount of additional payment to FINRA, which is included in general, administrative and other expense in the Consolidated Statements of Income.

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On February 15, 2006, we redeemed our Series C Cumulative preferred
stock for $104.7 million including accrued and unpaid dividends and a make-whole premium. We used a portion of the net proceeds obtained from the first quarter 2006 public equity offering to fund the redemption.

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On December 20, 2005, FINRA exchanged its one share of our Series B preferred
stock for one newly issued share of Series D preferred stock, which had terms substantially similar to the terms of the Series B preferred stock. The Series D preferred stock did not pay dividends. FINRA, as holder of the one share of the Series D
preferred stock, was entitled to cast the number of votes that, together with all other votes that FINRA was entitled to vote by virtue of ownership, proxies or voting trusts, enabled FINRA to cast one vote more than one-half of all votes entitled
to be cast by stockholders. On December 20, 2006, Nasdaq redeemed for $1.00 the one outstanding share of Series D preferred stock that had been issued to FINRA.

 


At December 31, 2007, 30,000,000 shares of preferred stock were authorized, however none were issued and outstanding.

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This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

Public Equity Offerings

 

In the first quarter of 2005, we completed a public offering of 16,586,980 shares of common stock owned by NASD and an additional 3,246,536 shares of common stock owned by selling stockholders who received their shares upon the exercise of warrants purchased in our private placements in 2000 and 2001. We, our officers or other employees did not sell any shares in the offering and we did not receive any proceeds from the offering.

 

In the first quarter of 2006, we completed another public offering of 15,979,513 shares of common stock, of which we sold 8,042,142 shares issued from common stock in treasury and NASD and other selling stockholders sold 7,937,371 shares. Other selling stockholders initially received their shares through the exercise of warrants they purchased in our 2000 and 2001 private placements. We used a portion of the net proceeds obtained from this offering to fund the redemption of our Series C Cumulative preferred stock (see below).

 

In May 2006, we completed a third public offering of 18,500,000 shares of our common stock, for net proceeds of $665.2 million before deducting offering expenses. These proceeds were used to prepay a portion of the amount outstanding under the April 2006 Credit Facility.

 

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