How will ICE pay for this acquisition?

ICE has the option to pay the purchase price using either cash or shares of its own common stock. The company must make this election by the fifth business day prior to the closing date.

What is the significance of paying with ICE stock?

If ICE chooses to pay with its common stock, these shares will be issued through a private placement, relying on an exemption from registration requirements under the Securities Act of 1933. The number of shares issued will be determined by the transaction consideration and the volume-weighted average price of ICE stock over a specific 10-day trading period before closing.

What are the key conditions for closing this deal?

The transaction is contingent upon the satisfaction or waiver of customary closing conditions, most notably including the receipt of required regulatory approvals.

ICE 8-K: Securities & Listing & Regulation FD

Q: What are ICE acquiring and from whom?

ICE is acquiring Standard & Poor’s Securities Evaluations, Inc. (SPSE) and Credit Market Analysis Limited (CMA) from McGraw Hill Financial, Inc. (MHFI) and its Luxembourg-based subsidiary.

Summary

Intercontinental Exchange (ICE) announced on March 1, 2016, that it has entered into a definitive agreement to acquire Standard & Poor’s Securities Evaluations, Inc. (SPSE) and Credit Market Analysis Limited (CMA) from McGraw Hill Financial, Inc. (MHFI) and its subsidiary. This strategic acquisition aims to expand ICE's fixed income and data services offerings. The purchase price can be paid in either cash or ICE common stock, with the election to be made shortly before closing. The issuance of ICE shares, if elected, will be conducted as a private placement under an exemption from registration requirements. The transaction is subject to customary closing conditions, including regulatory approvals. Investors should monitor the progress of regulatory approvals and the company's decision on the payment method, as it will impact share dilution and cash flow.

Key Highlights

1ICE has signed an agreement to acquire Standard & Poor’s Securities Evaluations, Inc. (SPSE) and Credit Market Analysis Limited (CMA).
2The acquisition is expected to enhance ICE's fixed income and data analytics capabilities.
3The purchase price can be settled in cash or ICE common stock at the company's discretion.
4If paid in stock, shares will be issued via a private placement, exempt from registration.
5The transaction is subject to standard closing conditions, including obtaining necessary regulatory approvals.
6The announcement was made via a press release filed as an exhibit to the 8-K. The event date reported is February 29, 2016.

Intercontinental Exchange, Inc. 8-K Report, Unregistered Securities Sale (Mar 1, 2016)

Summary

Key Highlights

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