Summary
Intercontinental Exchange, Inc. (ICE) announced the successful expiration of its Consent Solicitation for its wholly-owned subsidiary Black Knight InfoServ, LLC's (BK) 3.625% Senior Notes due 2028. ICE received requisite consents from approximately 95% of the outstanding noteholders to amend the BK Indenture. These amendments aim to eliminate the covenant requiring the furnishing of certain reports and substantially all other restrictive covenants, while retaining payment and guarantee-related provisions. This move is expected to streamline reporting and reduce compliance burdens associated with these specific notes. The company has executed a First Supplemental Indenture, making the reporting covenant amendment effective immediately. The elimination of other restrictive covenants will become effective upon ICE's completion of a private exchange offer. In this offer, BK Notes will be exchanged for new senior notes issued by ICE. This exchange will be conducted privately, targeting qualified institutional buyers and certain non-U.S. persons, and will not be registered under the Securities Act of 1933.
Key Highlights
- 1ICE successfully obtained requisite consents (approx. 95%) for amendments to Black Knight InfoServ, LLC's 3.625% Senior Notes due 2028.
- 2Key amendments include eliminating the requirement to furnish certain reports to noteholders and the trustee.
- 3Substantially all other restrictive covenants and non-payment/guarantee-related events of default will also be eliminated.
- 4A First Supplemental Indenture was executed on February 28, 2024, with the reporting covenant amendment effective February 29, 2024.
- 5The elimination of remaining restrictive covenants is contingent upon ICE completing a private exchange offer.
- 6The private exchange offer will swap existing BK Notes for new, unregistered ICE Notes offered to Qualified Institutional Buyers (QIBs) and certain non-U.S. persons.
- 7This action is intended to reduce reporting obligations and compliance complexity for these specific notes.