8-KOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (Oct 8, 2013)

Filed October 8, 2013For Securities:ICE

Summary

Intercontinental Exchange Group, Inc. (ICE Group) announced the successful completion of a public offering of $1.4 billion in senior notes. This offering comprised $600 million of 2.50% Senior Notes due 2018 and $800 million of 4.00% Senior Notes due 2023. The net proceeds, approximately $1.38 billion after fees, are earmarked to finance the cash portion of the previously announced acquisition of NYSE Euronext (NYX Acquisition). The notes are guaranteed by IntercontinentalExchange, Inc. (ICE) and Baseball Merger Sub, LLC, a subsidiary involved in the NYX Acquisition. The proceeds have been placed in an escrow account and will be released upon the successful closing of the NYX Acquisition and satisfaction of certain conditions. If the acquisition is not completed by March 31, 2014, or if certain adverse conditions occur, ICE Group will be obligated to redeem the notes at a premium.

Key Highlights

  • 1Completed a $1.4 billion public offering of senior notes: $600 million due 2018 and $800 million due 2023.
  • 2Net proceeds of approximately $1.38 billion will fund the cash component of the NYSE Euronext acquisition.
  • 3Notes are guaranteed by IntercontinentalExchange, Inc. and Baseball Merger Sub, LLC.
  • 4Proceeds are held in escrow, contingent on the successful closing of the NYSE Euronext acquisition.
  • 5Maturity dates for the notes are 2018 (2.50% coupon) and 2023 (4.00% coupon).
  • 6A penalty redemption provision exists if the acquisition does not close by March 31, 2014, or if certain adverse conditions arise.

Frequently Asked Questions

The primary purpose of this debt offering is to secure funding for the cash portion of Intercontinental Exchange Group's (ICE Group) acquisition of NYSE Euronext (NYX Acquisition).

If the NYSE Euronext acquisition is not completed by March 31, 2014, or if certain adverse conditions occur, ICE Group is obligated to redeem all of the notes at a redemption price of 101% of the principal amount, plus accrued interest. The funds are held in escrow until the acquisition closes.

The senior notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by IntercontinentalExchange, Inc. (ICE) and Baseball Merger Sub, LLC, a subsidiary involved in the NYSE Euronext acquisition.

ICE Group issued two series of senior notes: $600 million of 2.50% Senior Notes due 2018 and $800 million of 4.00% Senior Notes due 2023.