8-KMaterial AgreementsFinancial EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Material Agreement (Nov 13, 2015)

Filed November 13, 2015For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) filed an 8-K on November 13, 2015, detailing significant amendments and the establishment of new credit facilities. The company amended its existing $3.0 billion revolving credit facility (the "2014 Credit Facility"), which was subsequently increased to $3.375 billion and extended to mature on November 13, 2020. These amendments, including a one-time permitted borrowing for the acquisition of Interactive Data Holdings Corporation (IDHC) and an increase in the maximum total leverage ratio, aim to provide financial flexibility for the company's strategic initiatives. Furthermore, ICE entered into a new $500 million 364-day senior unsecured revolving credit facility to support its working capital and general corporate purposes, including funding the IDHC acquisition, though it excludes backstopping the commercial paper program. These actions signal ICE's proactive approach to managing its financing needs, particularly around a significant acquisition, and reflect confidence in its ability to meet evolving leverage requirements.

Key Highlights

  • 1ICE amended its existing $3.0 billion senior unsecured revolving credit facility, increasing it to $3.375 billion and extending its maturity to November 13, 2020.
  • 2The amendments allow for a one-time borrowing to fund the acquisition of Interactive Data Holdings Corporation (IDHC), with adjusted leverage ratio covenants.
  • 3A new $500 million, 364-day senior unsecured revolving credit facility was established to support working capital and general corporate purposes, including the IDHC acquisition.
  • 4The 364-day facility has phased commitment reductions starting May 13, 2016.
  • 5The company can prepay borrowings under both facilities without penalty.
  • 6Interest rates are based on LIBOR or a base rate plus a ratings-based margin.
  • 7The credit facilities contain customary covenants, including a leverage ratio, and events of default.

Frequently Asked Questions

The primary purpose is to provide financial flexibility for Intercontinental Exchange (ICE) to fund the acquisition of Interactive Data Holdings Corporation (IDHC), manage working capital, and support general corporate purposes. The amendments also adjust leverage covenants to accommodate the transaction and the company's financing strategy.

The existing $3.0 billion revolving credit facility was amended to increase its total commitment to $3.375 billion, extend its maturity date to November 13, 2020, and adjust the maximum total leverage ratio covenant. It also includes a one-time provision for a borrowing specifically to finance the IDHC acquisition.

The new $500 million, 364-day facility provides short-term financing, specifically for working capital and general corporate needs, including the IDHC acquisition. It is distinct from the longer-term revolving credit facility and has a shorter, defined lifespan with scheduled commitment reductions.

The amendments include an increase in the maximum total leverage ratio from 3.25:1.00 to 3.75:1.00 for a period following the IDHC acquisition. This provides some headroom for the company as it integrates the acquired business and manages its debt levels associated with the transaction.