01—Abstract
Summary
Summary of the 8-K filed March 1, 2024. Cited figures are marked; the original filing is the authoritative source.
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%a Senior Notes due 2028.
ICE received requisite consents from approximately 95%b 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.
02—Key points
Key Highlights
- ICE successfully obtained requisite consents (approx. 95%) for amendments to Black Knight InfoServ, LLC's 3.625% Senior Notes due 2028.
- Key amendments include eliminating the requirement to furnish certain reports to noteholders and the trustee.
- Substantially all other restrictive covenants and non-payment/guarantee-related events of default will also be eliminated.
- A First Supplemental Indenture was executed on February 28, 2024, with the reporting covenant amendment effective February 29, 2024.
- The elimination of remaining restrictive covenants is contingent upon ICE completing a private exchange offer.
- The 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.
- This action is intended to reduce reporting obligations and compliance complexity for these specific notes.
03—Questions
Frequently Asked Questions
What was the main purpose of the Consent Solicitation?
The main purpose was to amend the indenture governing Black Knight InfoServ, LLC's 3.625% Senior Notes due 2028. Specifically, ICE sought to eliminate the covenant requiring the furnishing of certain reports and substantially all other restrictive covenants, while retaining essential payment and guarantee provisions.
What was the outcome of the Consent Solicitation?
ICE received valid consents from approximately 95% of the outstanding aggregate principal amount of the BK Notes, which was the threshold needed to approve the proposed amendments. Therefore, the solicitation was successful.
When will the proposed amendments take effect?
The amendment to eliminate the reporting covenant became effective on February 29, 2024. The elimination of the other restrictive covenants will take effect on the date ICE completes a private exchange offer to exchange the existing BK Notes for new ICE Notes.
How will the remaining amendments be implemented?
The remaining amendments will be implemented through a private exchange offer. ICE will offer new senior notes (ICE Notes) in exchange for the existing Black Knight (BK) Notes. This offer will be made privately to qualified institutional buyers and certain non-U.S. persons, and the ICE Notes will not be registered under the Securities Act of 1933.
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