Summary
Intercontinental Exchange, Inc. (ICE) announced the completion of its acquisition of Interactive Data Holdings Corporation on December 14, 2015. This significant transaction was executed through a merger agreement where ICE acquired Interactive Data for approximately $3.65 billion in cash and 6.47 million shares of ICE common stock, valued at $1.67 billion as of December 10, 2015. The acquisition is expected to enhance ICE's capabilities and market position. The filing details that the cash portion of the consideration was used to repay Interactive Data's existing indebtedness and to provide cash to its equityholders. The issuance of ICE common stock to former Interactive Data equityholders was conducted under a private offering exemption and is subject to a Registration Rights Agreement, which outlines ICE's obligations to register these shares under the Securities Act of 1933, providing liquidity and resale rights to these new ICE shareholders.
Key Highlights
- 1Completion of the acquisition of Interactive Data Holdings Corporation by ICE.
- 2Total transaction value of approximately $5.32 billion, comprising $3.65 billion in cash and $1.67 billion in ICE common stock.
- 3The acquisition was structured as a merger of ICE's subsidiary, Red Merger Sub Inc., with and into Interactive Data.
- 4Interactive Data will operate as a wholly owned subsidiary of ICE post-merger.
- 5Issuance of 6.47 million shares of ICE common stock to former Interactive Data equityholders was made under a private placement exemption.
- 6A Registration Rights Agreement was executed, obligating ICE to register the newly issued shares for resale.
- 7The cash consideration is subject to post-closing adjustment for Interactive Data's working capital.