8-KOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (May 23, 2022)

Filed May 23, 2022For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) has announced the successful completion of a significant public offering of senior notes totaling $7.75 billion in aggregate principal amount. The offering comprises notes with varying maturities and coupon rates, including $1.25 billion in 3.650% Senior Notes due 2025, $1.5 billion in 4.000% Senior Notes due 2027, $1.25 billion in 4.350% Senior Notes due 2029, $1.5 billion in 4.600% Senior Notes due 2033, $1.5 billion in 4.950% Senior Notes due 2052, and $1.0 billion in 5.200% Senior Notes due 2062. These notes were issued under an existing indenture, supplemented by a fourth supplemental indenture. The proceeds from this offering are strategically allocated. Approximately $4.96 billion is earmarked to finance the cash portion of ICE's pending acquisition of Black Knight, Inc., with the remainder to be sourced through commercial paper, revolving credit facilities, cash on hand, or a new term loan. An additional approximately $2.96 billion from the 2033 and 2052 notes will be used to redeem outstanding senior notes maturing in 2022 and 2023, including associated interest and any make-whole premiums. Any remaining proceeds will be utilized for general corporate purposes, which may include reducing commercial paper balances.

Key Highlights

  • 1ICE successfully raised $7.75 billion through a public offering of senior notes with maturities ranging from 2025 to 2062.
  • 2The offering includes notes with fixed coupon rates between 3.650% and 5.200%.
  • 3Approximately $4.96 billion in net proceeds will fund the cash portion of the Black Knight, Inc. acquisition.
  • 4A significant portion of the proceeds, approximately $2.96 billion, will be used to redeem existing senior notes maturing in 2022 and 2023.
  • 5The debt issuance was structured with an Underwriting Agreement dated May 12, 2022, and a Fourth Supplemental Indenture dated May 23, 2022.
  • 6Proceeds not immediately allocated to the acquisition or debt redemption will be used for general corporate purposes, potentially including paydown of commercial paper.

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