8-KOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (Nov 8, 2023)

Filed November 8, 2023For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) announced on November 8, 2023, the commencement of a private exchange offer and related consent solicitation concerning its subsidiary Black Knight InfoServ, LLC's (BK) outstanding 3.625% Senior Notes due 2028. This move aims to restructure approximately $1 billion of BK Notes by offering eligible holders new notes in exchange for their existing holdings. Key aspects of this transaction include an incentive for early tender, where holders who tender notes by the Early Tender Deadline will receive additional cash consideration. Furthermore, ICE is soliciting consent to amend the indenture governing these notes, intending to remove certain covenants, restrictive provisions, and events of default. The completion of the exchange offer is contingent upon satisfying certain conditions, including obtaining the necessary consents for the indenture amendments.

Key Highlights

  • 1ICE is launching a private exchange offer for approximately $1 billion of Black Knight InfoServ, LLC (BK) 3.625% Senior Notes due 2028.
  • 2The offer includes a consent solicitation to amend the indenture of the BK Notes, aiming to remove certain covenants and restrictive provisions.
  • 3Eligible holders who tender their BK Notes by the Early Tender Deadline and do not withdraw them will receive additional cash consideration.
  • 4The exchange offer is being made to eligible holders of BK Notes.
  • 5The Company's obligation to accept tendered notes is subject to certain conditions, including the receipt of requisite consents for the indenture amendments.
  • 6This is a private offering made in accordance with applicable laws and will be detailed in an Offering Memorandum.

Frequently Asked Questions

The primary purpose is to proactively manage and potentially reduce the outstanding debt of Intercontinental Exchange's subsidiary, Black Knight InfoServ, LLC, by exchanging existing notes for new ones and to simplify the terms of the debt by removing certain covenants and restrictions.

The exchange offer is being made to 'eligible holders' of the BK Notes who meet certain criteria, as detailed in the Offering Memorandum. This typically means holders who are qualified institutional buyers or accredited investors.

Eligible holders who tender their BK Notes by the Early Tender Deadline and do not validly withdraw them before the Withdrawal Deadline will receive additional cash consideration, making early participation financially attractive.

The Company's obligation to accept and exchange the BK Notes is subject to certain conditions, including the receipt of the requisite consents in connection with the Consent Solicitation. If these conditions are not met, the exchange offer may not proceed as planned.