What is the main purpose of this 8-K filing for Intercontinental Exchange (ICE)?

This 8-K filing announces a material definitive agreement for ICE to acquire Interactive Data Holdings Corporation. It details the terms of the merger, including the transaction value, the mix of cash and stock consideration, financing arrangements, and the conditions required for the deal to close.

What is the total value of the proposed acquisition of Interactive Data?

The total value of the acquisition is approximately $5.2 billion. This is comprised of $3.65 billion in cash and approximately $1.55 billion worth of Intercontinental Exchange's common stock, valued based on the 10-day volume-weighted average price of ICE stock ending October 23, 2015.

How will ICE finance the cash portion of the acquisition?

ICE intends to fund the $3.65 billion cash component through a combination of its available cash and permanent financing, such as debt securities and commercial paper. As a backup, ICE has secured a $3.65 billion, 364-day senior unsecured bridge facility.

Are there any conditions that need to be met for the merger to be completed?

Yes, the completion of the merger is subject to customary closing conditions. These include the accuracy of representations and warranties, the absence of any governmental orders prohibiting the transaction, the expiration of the waiting period under the Hart-Scott-Rodino Act, and approval from the Financial Conduct Authority in the United Kingdom.

ICE 8-K: Material Agreements & Securities & Listing

Summary

Intercontinental Exchange, Inc. (ICE) announced a significant acquisition via an 8-K filing on October 27, 2015, detailing an Agreement and Plan of Merger to acquire Interactive Data Holdings Corporation. The transaction is valued at approximately $5.2 billion, comprising $3.65 billion in cash and roughly $1.55 billion in ICE common stock, based on the 10-day volume-weighted average price prior to the announcement. This acquisition represents a strategic move by ICE to expand its data services and analytics capabilities. The deal is structured with a cash component to repay Interactive Data's existing debt and compensate equityholders, alongside a stock component for equityholders. The issuance of ICE shares may be adjusted based on ICE's stock price at closing, indicating a mechanism to manage valuation risk. The transaction is subject to customary closing conditions, including regulatory approvals like the Hart-Scott-Rodino Act waiting period and UK Financial Conduct Authority approval. ICE has secured a bridge financing facility to back the cash portion of the acquisition, underscoring its commitment to completing the deal.

Key Highlights

1ICE to acquire Interactive Data Holdings Corporation for approximately $5.2 billion.
2Transaction mix includes $3.65 billion in cash and approximately $1.55 billion in ICE common stock.
3Potential for additional ICE shares to be issued if ICE's stock price falls below a certain threshold at closing.
4Cash portion of the acquisition will be used to repay Interactive Data's debt and pay equityholders.
5Financing for the cash component is expected from a combination of cash on hand, permanent financing, and a $3.65 billion bridge facility.
6Acquisition is subject to customary closing conditions, including regulatory approvals (HSR Act, FCA).
7The merger is not subject to a financing condition.

Intercontinental Exchange, Inc. 8-K Report, Material Agreement (Oct 28, 2015)

Summary

Key Highlights

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