What was the primary purpose of this debt offering?

The primary purpose of the offering was to finance the previously announced merger between Intercontinental Exchange, Inc. (ICE) and Interactive Data Holdings Corporation (IDC). The net proceeds were intended to contribute to the funding of this acquisition.

What happens if the merger with IDC does not go through?

If the IDC merger is not completed by July 26, 2016, or if certain conditions related to the merger agreement are amended or waived in a manner materially adverse to the noteholders, ICE is obligated to redeem all of the issued notes at a redemption price of 101% of the principal amount, plus accrued interest. This protects the investors in case the strategic rationale for the debt issuance (the merger) does not materialize.

Who is guaranteeing these new notes?

The notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by NYSE Holdings LLC, which is a wholly-owned subsidiary of ICE.

ICE 8-K SEC Disclosure — Nov 24, 2015

Q: How much money did ICE raise from this offering, and what are the terms of the notes?

ICE raised a total of $2.5 billion by issuing two tranches of senior notes: $1.25 billion in 2.75% Senior Notes due 2020 and $1.25 billion in 3.75% Senior Notes due 2025. After underwriting fees, the net proceeds were approximately $2.48 billion.

Summary

Intercontinental Exchange, Inc. (ICE) announced on November 24, 2015, the successful completion of a significant debt offering. The company issued $1.25 billion in 2.75% Senior Notes due 2020 and $1.25 billion in 3.75% Senior Notes due 2025, totaling $2.5 billion in aggregate principal amount. These notes are guaranteed by NYSE Holdings LLC, a wholly-owned subsidiary of ICE. The primary purpose of this offering was to raise capital for the previously announced merger between ICE and Interactive Data Holdings Corporation (IDC). The net proceeds, approximately $2.48 billion after underwriting fees, were placed into an escrow account, with release contingent upon the successful closing of the IDC merger and satisfaction of certain conditions. This strategic financing underscores ICE's commitment to its growth initiatives, particularly the acquisition of IDC, which is expected to be a transformative event for the company.

Key Highlights

1ICE successfully issued $2.5 billion in aggregate principal amount of senior notes: $1.25 billion of 2.75% Senior Notes due 2020 and $1.25 billion of 3.75% Senior Notes due 2025.
2The offering generated approximately $2.48 billion in net proceeds after underwriting discounts and commissions.
3Proceeds are earmarked to finance the previously announced merger of ICE with Interactive Data Holdings Corporation (IDC).
4The notes are unconditionally guaranteed by NYSE Holdings LLC, a wholly-owned subsidiary of ICE.
5Funds raised were placed in an escrow account, with release contingent on the successful completion of the IDC merger.
6A contingent redemption clause is in place: if the IDC merger does not close by July 26, 2016, or if certain conditions are not met, ICE must redeem the notes at 101% of their principal amount plus accrued interest.

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (Nov 24, 2015)

Summary

Key Highlights

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