01—Abstract
Summary
Summary of the 10-Q filed November 5, 2013. Cited figures are marked; the original filing is the authoritative source.
Intercontinental Exchange Group, Inc. (ICE Group) filed a limited 10-Q for the period ending September 30, 2013, primarily detailing its formation and the significant upcoming acquisition of NYSE Euronext.
The company itself had no operational activities, assets, or liabilities beyond those related to its incorporation and the acquisition. Financial statements reflect a minimal cash balance and debt issuance costs related to financing for the acquisition.
The primary focus for investors in this filing is the progress and financing structure of the approximately $10.9 billiona acquisition of NYSE Euronext, which is expected to close soon. The company has secured significant debt financing through the issuance of Senior Notes and utilization of its revolving credit facility to fund the cash portion of the transaction.
02—Key points
Key Highlights
- ICE Group was formed in March 2013 solely to facilitate the pending acquisition of NYSE Euronext, with no operational history or results as of September 30, 2013.
- The company is preparing for the acquisition of NYSE Euronext, valued at approximately $10.9 billion, which is expected to be a stock and cash transaction.
- ICE Group issued $1.4 billion in Senior Notes on October 8, 2013 ( $600 million of 2.50% notes due 2018 and $800 million of 4.00% notes due 2023) to help fund the acquisition.
- Debt issuance costs of $1.3 million were incurred and capitalized related to the Public Senior Notes offering.
- The company had minimal cash ($10) and no significant assets or liabilities beyond those directly tied to the acquisition and its financing.
- The unaudited financial statements presented are for the newly formed holding company and do not reflect the historical or operational results of the pre-acquisition ICE or NYSE Euronext entities.
- The filing includes standard management certifications regarding disclosure controls and procedures, confirming their effectiveness.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-QQ3 FY2013filed November 5, 2013Financial Statements
Q3 FY2013 against Q3 FY2012
| Line item | Q3 FY2013Q3 FY2012 | Change |
|---|---|---|
| Revenue | $338.00M— | — |
| SG&A Expenses | $10.00M— | — |
| Operating Expenses | $136.00M— | — |
| Operating Income | $202.00M$194.00M | +4.1% |
| Interest Expense | $9.00M— | — |
| Net Income | $141.00M$131.00M | +7.6% |
| EPS (Basic) | $388000.00$360000.00 | +7.8% |
| EPS (Diluted) | $384000.00$358000.00 | +7.3% |
| Shares Outstanding (Basic) | 365.00M— | — |
| Shares Outstanding (Diluted) | 370.00M— | — |
05—Questions
Frequently Asked Questions
What is the primary purpose of this 10-Q filing for Intercontinental Exchange Group, Inc.?
This filing primarily serves to provide an update on the formation of Intercontinental Exchange Group, Inc. (ICE Group) as a holding company and its preparations for the pending acquisition of NYSE Euronext. The financial statements reflect the initial capital structure and costs associated with this significant transaction, rather than ongoing operational performance.
How is the acquisition of NYSE Euronext being financed?
The acquisition, valued at approximately $10.9 billion, is being financed through a combination of cash on hand, proceeds from the issuance of $1.4 billion in Senior Notes (issued shortly after the period end), and borrowings under ICE's revolving credit facility. The cash portion of the purchase price is approximately $2.7 billion.
Are the financial results in this report representative of ICE's or NYSE Euronext's past performance?
No, these financial statements are for the newly formed holding company, ICE Group, which had no operations as of the reporting date. They do not reflect the historical or operational results of either the pre-acquisition Intercontinental Exchange, Inc. or NYSE Euronext. Investors should refer to prior filings of the operational entities for historical financial performance.
What is the significance of the 'Due to affiliate' balance on the balance sheet?
The 'Due to affiliate' balance of $1,329,000 represents debt issuance costs that were paid by ICE (the existing operational entity) and are reimbursable to ICE by ICE Group. These costs are related to the $1.4 billion Senior Notes issuance used to finance the NYSE Euronext acquisition.
06—Continue