ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED JUNE 2, 2016 AND
PROSPECTUS DATED JANUARY 22, 2016)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBER 333-209080
NASDAQ, INC.
$500,000,000 3.850% Senior Notes due 2026
Final Term Sheet
June 2, 2016
| Issuer: | Nasdaq, Inc. | |
| Type: | SEC Registered | |
| Title of Securities | 3.850% Senior Notes due 2026 (the “notes”) | |
| Size: | $500,000,000 | |
| Trade Date: | June 2, 2016 | |
| Settlement Date: | June 7, 2016 (T+3) | |
| Maturity Date: | June 30, 2026 | |
| Interest Payment Dates: | Each June 30 and December 30, beginning on December 30, 2016 | |
| Record Dates: | The June 15 and December 15 prior to the applicable interest payment date. | |
| Coupon (Interest Rate): | 3.850% | |
| Price to Public: | 99.906% | |
| Benchmark Treasury: | 1.625% due May 15, 2026 | |
| Benchmark Treasury Price and Yield: | 98-10 and 1.811% | |
| Spread to Benchmark Treasury: | +205 basis points | |
| Yield to Maturity: | 3.861% | |
| Optional Redemption: | Callable at any time at the issuer’s option, at the greater of par or the make-whole redemption price (Treasury Rate plus 30 basis points).
Notwithstanding the foregoing, at any time on or after March 30, 2026 (three months before their maturity date), the notes | |
| will be redeemable, as a whole or in part, at the issuer’s option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | ||
| Special Mandatory Redemption: | As described in the Preliminary Prospectus Supplement dated June 2, 2016. | |
| CUSIP / ISIN: | 631103 AG3 / US631103AG34 | |
| Joint Book-Running Managers: | Mizuho Securities USA Inc. SEB Securities, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | HSBC Securities (USA) Inc. TD Securities (USA) LLC | |
The issuer has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained by contacting Mizuho Securities USA Inc. toll-free at 1-866-271-7403, SEB Securities, Inc. at 1-212-692-4795 or by email at NYCInvestmentBanking@sebny.com or Wells Fargo Securities, LLC at 1-800-645-3751 or by email at wfscustomerservice@wellsfargo.com.
-2-