UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 5, 2024 (the “Settlement Date”), Intercontinental Exchange, Inc. (the “Company”) completed its previously announced offer to exchange (the “Exchange Offer”) any and all of the $1 billion aggregate principal amount of the outstanding 3.625% Senior Notes due 2028 (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of the Company (“BK”), held by eligible holders of BK Notes, for a series of newly-issued notes of the Company (the “ICE Notes”).
The Exchange Offer expired at 5:00 p.m., New York City time, on June 3, 2024 (the “Expiration Date”). As of the Expiration Date, $997,505,000 in aggregate principal amount of outstanding BK Notes, representing approximately 99.75% of the $1 billion total outstanding principal amount of the BK Notes, had been validly tendered and not validly withdrawn. In connection with settlement of the Exchange Offer, ICE issued $997,501,000 in aggregate principal amount of the ICE Notes. All BK Notes validly tendered and not validly withdrawn, and accepted by the Company, in the Exchange Offer were cancelled. Following such cancellation, $2,495,000 in aggregate principal amount of the BK Notes remains outstanding.
The ICE Notes are governed by the Indenture, dated as of August 13, 2018, between the Company, as issuer, and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as trustee, filed with the Securities and Exchange Commission as Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-36198, on August 13, 2018 (the “Base Indenture”), as supplemented by the Sixth Supplemental Indenture, dated as of June 5, 2024, between the Company and Computershare Trust Company, N.A., as trustee (the “Sixth Supplemental Indenture”).
The ICE Notes are general unsecured unsubordinated obligations of the Company, rank equally in right of payment with all of the Company’s other existing and future unsecured unsubordinated obligations and have the same interest payment and maturity dates and interest rate as the BK Notes. The ICE Notes will mature on September 1, 2028.
The foregoing summary of the Sixth Supplemental Indenture and the ICE Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture attached as Exhibit 4.1 hereto and (ii) the Sixth Supplemental Indenture attached as Exhibit 4.2 hereto and the form of the ICE Notes included therein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
In connection with the issuance of the ICE Notes, the Company entered into a Registration Rights Agreement, dated as of June 5, 2024 (the “Registration Rights Agreement”), with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as dealer managers, which gives holders of the ICE Notes certain exchange and registration rights with respect to the ICE Notes. A copy of the Registration Rights Agreement is included as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement attached as Exhibit 4.4 hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCONTINENTAL EXCHANGE, INC. | ||
| By: | /s/ Andrew J. Surdykowski | |
| Andrew J. Surdykowski | ||
| General Counsel | ||
Dated: June 5, 2024