8-KMaterial AgreementsFinancial EventsOther Events+1

Intercontinental Exchange, Inc. 8-K Report, Material Agreement (Jun 5, 2024)

Filed June 5, 2024For Securities:ICE

Summary

Intercontinental Exchange (ICE) has successfully completed its previously announced exchange offer for its subsidiary Black Knight InfoServ, LLC's (BK) 3.625% Senior Notes due 2028. Approximately 99.75% of the outstanding $1 billion in BK Notes were tendered and exchanged for newly issued ICE Notes with identical terms, including a maturity date of September 1, 2028. This transaction effectively consolidates the debt under the ICE parent, simplifying its capital structure and reducing the amount of subsidiary-level debt outstanding. The company issued $997,501,000 in aggregate principal amount of ICE Notes, with only $2,495,000 of the original BK Notes remaining outstanding. These new ICE Notes are general unsecured obligations of the company, ranking equally with other unsubordinated debt. Additionally, ICE entered into a Registration Rights Agreement with the dealer managers, granting holders of the new ICE Notes certain exchange and registration rights.

Key Highlights

  • 1ICE completed an exchange offer for its subsidiary's 3.625% Senior Notes due 2028.
  • 2Approximately 99.75% ($997,505,000) of the $1 billion in Black Knight InfoServ, LLC (BK Notes) were tendered.
  • 3ICE issued $997,501,000 in new ICE Notes in exchange for the BK Notes.
  • 4The new ICE Notes have the same interest rate (3.625%) and maturity date (September 1, 2028) as the original BK Notes.
  • 5The ICE Notes are general unsecured unsubordinated obligations of ICE.
  • 6Only $2,495,000 of the original BK Notes remain outstanding.
  • 7ICE entered into a Registration Rights Agreement for the new ICE Notes.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the completion of Intercontinental Exchange's (ICE) exchange offer, where it swapped outstanding notes issued by its subsidiary, Black Knight InfoServ, LLC (BK Notes), for newly issued ICE Notes. This action effectively consolidates debt at the parent company level.

ICE exchanged approximately 99.75% of the $1 billion aggregate principal amount of outstanding BK Notes. This equates to $997,505,000 in BK Notes being tendered and accepted for exchange.

The newly issued ICE Notes have the same interest rate of 3.625% and the same maturity date of September 1, 2028, as the original Black Knight Notes. They are general unsecured unsubordinated obligations of ICE and rank equally with other existing and future unsecured unsubordinated obligations of the company.

The Registration Rights Agreement, entered into with the dealer managers, provides holders of the new ICE Notes with certain rights related to the exchange and registration of these notes. This typically means ICE will take steps to ensure the notes can be freely traded or resold under certain conditions.