8-KOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (Aug 17, 2017)

Filed August 17, 2017For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) announced on August 17, 2017, the successful completion of a public offering of $1 billion in aggregate principal amount of senior notes. This offering consisted of $500 million of 2.350% Senior Notes due 2022 and $500 million of 3.100% Senior Notes due 2027. The notes are guaranteed by NYSE Holdings LLC, a subsidiary of ICE. The net proceeds from this offering, amounting to approximately $991.6 million after discounts and commissions, are intended for general corporate purposes. Notably, a portion of these proceeds will be used to redeem NYSE's outstanding $850 million of 2.00% senior unsecured fixed rate notes due in October 2017. This strategic move is expected to facilitate the release of NYSE from its guarantee under ICE's existing credit facility.

Key Highlights

  • 1Completion of a $1 billion public offering of senior notes ($500M 2022 Notes, $500M 2027 Notes).
  • 2Notes carry coupon rates of 2.350% (2022) and 3.100% (2027).
  • 3Proceeds are for general corporate purposes, including the redemption of $850 million in NYSE USD Notes.
  • 4NYSE Holdings LLC provides an unconditional guarantee for the notes.
  • 5Redemption of NYSE USD Notes is expected to release NYSE from its guarantee under ICE's credit facility.
  • 6Net proceeds after expenses and discounts were approximately $991.6 million.
  • 7The offering utilized ICE's existing automatic shelf registration statement.

Frequently Asked Questions

The primary purpose of this note offering was to raise capital for general corporate purposes. A significant portion of the proceeds, approximately $850 million, is earmarked for the redemption of NYSE's outstanding 2.00% senior unsecured fixed rate notes due in October 2017. The remaining proceeds can be used for other general corporate activities and to pay down commercial paper.

NYSE Holdings LLC, a wholly-owned subsidiary of ICE, provides an unconditional guarantee on an unsecured and unsubordinated basis for these new senior notes. This guarantee is expected to be released once NYSE is no longer an obligor under ICE's existing $3.4 billion senior unsecured credit facility, which is anticipated following the redemption of the NYSE USD Notes.

This offering refinances existing debt by replacing higher-cost or maturing debt (the NYSE USD Notes) with new, longer-term debt at competitive rates. The use of proceeds to redeem the October 2017 NYSE notes and potentially pay down commercial paper suggests a move towards optimizing the company's debt maturity profile and managing liquidity. The release of the NYSE guarantee upon redemption could also simplify the company's guarantee structure.

ICE issued two tranches of senior notes: $500 million in aggregate principal amount of 2.350% Senior Notes due 2022 and $500 million in aggregate principal amount of 3.100% Senior Notes due 2027. These notes are unsecured and unsubordinated, with a guarantee from NYSE Holdings LLC.