What is the primary purpose of this acquisition for ICE?

The acquisition of TMC Bonds LLC is expected to strengthen ICE's position in the fixed income market by expanding its electronic trading capabilities for corporate bonds.

What is the total cash consideration for the acquisition, and are there any potential adjustments?

The announced purchase price is $685 million in cash. This amount is subject to a customary adjustment for working capital at the time of closing, meaning the final cash outlay could be slightly higher or lower.

What are the key risks or contingencies associated with this deal closing?

The primary risks include the satisfaction of customary closing conditions and obtaining necessary regulatory approvals from entities like FINRA and antitrust authorities. There is also a risk of termination, which could result in ICE paying a significant termination fee if certain conditions, particularly antitrust clearance, are not met within the agreed timeframe.

When is the transaction expected to be completed?

The transaction is anticipated to close in the second half of 2018, contingent upon the fulfillment of all closing conditions and regulatory approvals.

ICE 8-K SEC Disclosure — May 30, 2018

Summary

Intercontinental Exchange, Inc. (ICE) announced on May 29, 2018, its agreement to acquire TMC Bonds LLC ("TMC") for $685 million in cash. This strategic acquisition is expected to close in the second half of 2018, pending customary closing conditions and regulatory approvals, including from FINRA and antitrust authorities. This move signifies ICE's continued expansion within the fixed income markets, with TMC being a significant platform for electronic trading of corporate bonds. Investors should note the potential for a termination fee ranging from $27.4 million to $102.75 million if the transaction does not close due to specific circumstances, particularly related to antitrust clearance. The acquisition price is subject to a working capital adjustment, which could slightly alter the final cash outlay.

Key Highlights

1ICE to acquire TMC Bonds LLC for $685 million in cash.
2Acquisition expected to close in the second half of 2018.
3Transaction is subject to customary closing conditions and regulatory approvals (FINRA, HSR Act).
4TMC is a platform for electronic trading of corporate bonds.
5Potential termination fee of $27.4 million to $102.75 million if the deal fails to close under certain conditions, especially antitrust related.
6Purchase price subject to a customary working capital adjustment.

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (May 30, 2018)

Summary

Key Highlights

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