Summary
Intercontinental Exchange (ICE) announced a significant acquisition on November 15, 2015, agreeing to purchase Trayport, Inc. and GFI TP Ltd. for approximately $650 million. This strategic move involves the issuance of ICE common stock to the sellers, GFINet, Inc. and GFI TP Holdings Pte Ltd., in a private placement transaction exempt from registration under the Securities Act of 1933. The transaction's purchase price is subject to customary adjustments for cash and working capital, with potential adjustments to the number of shares issued based on ICE's stock price during a pre-closing averaging period. Notably, the agreement includes a termination fee for ICE if regulatory approvals are not obtained by a specified date, comprising both cash and stock components. This acquisition signals ICE's intent to expand its market position and offerings.
Key Highlights
- 1ICE to acquire Trayport, Inc. and GFI TP Ltd. for approximately $650 million.
- 2Acquisition to be paid for with ICE common stock issued in a private placement.
- 3Transaction is subject to customary closing conditions, including regulatory approvals.
- 4Purchase price is subject to adjustments for cash, working capital, and potential stock price fluctuations.
- 5Termination fee provisions are included if regulatory approval is not obtained by a certain date.
- 6The termination fee includes a cash component of $25 million and a stock component of $50 million.