Summary
Intercontinental Exchange, Inc. (ICE) filed an 8-K on May 27, 2014, to disclose information regarding the anticipated initial public offering (IPO) of Euronext Group N.V. (Euronext). This filing details ICE's plan to divest a portion of its stake in Euronext, which encompasses various European cash and derivatives markets, data, and technology businesses. The offering is expected in the second quarter of 2014, subject to regulatory approvals, and will involve the sale of shares by ICE Europe Parent Ltd, an indirect wholly owned subsidiary of ICE. Furthermore, the report outlines ICE's strategy to bring in a group of institutional investors (Reference Shareholders) who will acquire approximately 33% of Euronext's shares prior to the IPO at a discount. These Reference Shareholders will be subject to a three-year lock-up period. Additionally, Euronext plans to offer shares at a discount to its eligible employees across its European operations. The filing also specifies that Euronext will retain its technology assets and intellectual property, including the Universal Trading Platform, and will continue to offer technology solutions to external exchanges. The information provided is furnished under Regulation FD and is not considered 'filed' for purposes of Section 18 of the Securities Exchange Act.
Key Highlights
- 1ICE is preparing for the Initial Public Offering (IPO) of Euronext, with the offering expected in Q2 2014.
- 2The IPO will involve the secondary sale of Euronext ordinary shares by ICE Europe Parent Ltd, an indirect subsidiary of ICE.
- 3A group of institutional investors (Reference Shareholders) will acquire approximately 33% of Euronext's shares prior to the IPO at a discount.
- 4Reference Shareholders are subject to a three-year lock-up period on their acquired shares.
- 5Euronext will also offer shares at a discount to its eligible employees across its European operations.
- 6Euronext's business includes cash and derivatives markets, data, and technology services across several European countries, with retained intellectual property and technology platforms.
- 7The information provided is for disclosure purposes under Regulation FD and is not formally 'filed' with the SEC.