8-KOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Corporate Update (May 3, 2024)

Filed May 3, 2024For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) has announced a private exchange offer for its subsidiary Black Knight InfoServ, LLC's outstanding 3.625% Senior Notes due 2028. The company is offering to exchange these existing notes, with an approximate aggregate principal amount of $1 billion, for new notes. This strategic move aims to manage its debt structure, potentially by refinancing or altering the terms of this specific debt. Investors should note that participation is limited to eligible holders, and the terms, including consideration for early tenders versus later tenders, are detailed in a separate Offering Memorandum. The Exchange Offer provides an opportunity for holders of the Black Knight notes to exchange their current holdings for new debt instruments. The specifics of the "Early Tender Consideration" and "Exchange Consideration" will be crucial for noteholders in deciding whether to participate. ICE's ability to complete the exchange is contingent on certain conditions outlined in the Offering Memorandum. This filing serves as a notification of the commencement of the offer and does not constitute a public solicitation or sale, emphasizing that the offer is made privately to eligible parties.

Key Highlights

  • 1ICE is initiating a private exchange offer for approximately $1 billion of its subsidiary Black Knight InfoServ, LLC's 3.625% Senior Notes due 2028.
  • 2The company is offering to exchange these existing notes for new notes.
  • 3The exchange offer is being conducted through a private placement to eligible holders of the BK Notes.
  • 4Incentives are offered for early tendering of notes, with different consideration levels for early tenders versus those tendered by the expiration date.
  • 5Participation in the exchange offer is subject to specific terms and conditions outlined in an Offering Memorandum dated May 3, 2024.
  • 6The offer is conditional and contingent on the satisfaction of certain requirements detailed in the Offering Memorandum.
  • 7This announcement is not a public offer to sell or buy securities and is limited to eligible jurisdictions and persons.

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