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

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed June 5, 2024
Period End
June 5, 2024
Security
ICE
In the record · 2016–202610-K1510-Q338-K137

ICE filed 15 annual reports (10-K), 33 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’18May ’18
  2. Deal closed8-K · Sep ’20Sep ’20
  3. Material agreement8-K · Jun ’22Jun ’22
  4. Material agreement8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed June 5, 2024. Cited figures are marked; the original filing is the authoritative source.

Intercontinental Exchange (ICE) has successfully completed its previously announced exchange offer for its subsidiary Black Knight InfoServ, LLC's (BK) 3.625%a Senior Notes due 2028.

Approximately 99.75% of the outstanding $1 billionb 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.

02—Key points

Key Highlights

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

03—Questions

Frequently Asked Questions

  1. What was the primary purpose of this 8-K filing?

    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.

  2. How much of the Black Knight debt was exchanged?

    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.

  3. What are the terms of the new ICE Notes?

    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.

  4. What is the Registration Rights Agreement?

    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.

04—Continue

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