UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported): May 28, 2018 |
Intercontinental Exchange, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36198 | 46-2286804 |
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification Number) |
5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 857-4700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On May 29, 2018, Intercontinental Exchange, Inc. (“ICE”) issued a press release announcing that it had entered into a Limited Liability Company Interest Purchase Agreement (the “TMC Purchase Agreement”) with TheDebtCenter, L.L.C. (“Holdco”) and its current members (the “Sellers”) pursuant to which ICE has agreed to acquire TMC Bonds LLC (“TMC”) through the purchase of all of the issued and outstanding limited liability company membership interests in Holdco, the direct parent company of TMC.
The purchase price payable by ICE for TMC at the closing of the transaction is $685,000,000 in cash subject to a customary adjustment for working capital of TMC. The consummation of the transaction is subject to the satisfaction of customary closing conditions and receipt of certain regulatory clearances, including from the Financial Industry Regulatory Authority, Inc. and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The TMC Purchase Agreement contains customary representations, warranties, covenants and closing conditions.
The TMC Purchase Agreement provides each of ICE and the Sellers with certain termination rights, including if the transaction has not been consummated prior to the “outside date”, which is extendable by ICE in certain circumstances to the date that is 14 months after the execution of the TMC Purchase Agreement. ICE is obligated to pay the Sellers a termination fee if the TMC Purchase Agreement is terminated in certain circumstances where antitrust approval has not yet been obtained. Depending on the timing and circumstances of the termination, the termination fee may range in amount from $27,400,000 to $102,750,000.
The transaction is expected to close in the second half of 2018, subject to obtaining the required regulatory approvals.
A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 Press Release dated May 29, 2018.
___________________
Forward-Looking Statements – Certain statements in this Current Report on Form 8-K may contain forward-looking information regarding ICE’s business that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those set forth in the forward-looking statement. For a discussion of such risks and uncertainties, see ICE’s Securities and Exchange Commission filings, including, but not limited to, the risk factors in ICE’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on February 7, 2018.
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.
| INTERCONTINETAL EXCHANGE, INC. | ||
| /s/ Andrew J. Surdykowski | ||
| Andrew J. Surdykowski | ||
| Senior Vice President, Associate General Counsel |
Date: May 30, 2018
Exhibit 99.1
Intercontinental Exchange Agrees to Acquire TMC Bonds
ATLANTA / NEW YORK - May 29, 2018 - Intercontinental Exchange (NYSE:ICE), a leading operator of global exchanges and clearing houses and provider of data and listings services, today announced that it has entered into an agreement to acquire TMC Bonds LLC for $685 million in cash. The transaction is expected to close in the second half of 2018, subject to customary regulatory and anti-trust approvals, and is not expected to materially impact 2018 financial results or capital returns.
Established in 2000, TMC Bonds is a premier fixed income marketplace, supporting anonymous trading across multiple protocols, including click-to-trade and request-for-quote (RFQ) in various asset classes including Municipals, Corporates, Treasuries, Agencies and Certificates of Deposit.
“TMC Bonds will offer a new and complementary access point to liquidity for our customers and expand our portfolio of diverse solutions in the global fixed income markets across analytics, execution and post-trade,” said ICE President Benjamin Jackson. “As the fixed income markets continue to automate and migrate to electronic trading, ICE’s trading and data infrastructure offer customers more choices to access liquidity, conduct price discovery and manage risk in more efficient ways.”
“By leveraging both ICE’s expansive reach and breadth of data and analytics, TMC’s clients will have access to workflow solutions far superior to what’s currently available in the market,” added Thomas Vales, TMC’s Chief Executive Officer.
A respected leader in the municipal bond space, TMC Bonds will operate alongside ICE’s fixed income trading and data solutions.
ICE’s financial advisors were BofA Merrill Lynch and Citi and legal advisors were Shearman & Sterling LLP and Morgan, Lewis & Bockius LLP. TMC’s financial advisor was Broadhaven Capital Partners, LLC and legal advisor was WilmerHale.
About Intercontinental Exchange
Intercontinental Exchange (NYSE: ICE) is a Fortune 500 and Fortune Future 50 company formed in the year 2000 to modernize markets. ICE serves customers by operating the exchanges, clearing houses and information services they rely upon to invest, trade and manage risk across global financial and commodity markets. A leader in market data, ICE Data Services serves the information and connectivity needs across virtually all asset classes. As the parent company of the New York Stock Exchange, the company raises more capital than any other exchange in the world, driving economic growth and transforming markets.
Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at http://www.intercontinentalexchange.com/terms-of-use. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key information Documents (KIDS)”.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 7, 2018.
SOURCE: Intercontinental Exchange
ICE- CORP
Media Contact:
Damon Leavell
Damon.Leavell@theice.com
212-323-8587
Investor Contact:
Warren Gardiner
Warren.Gardiner@theice.com
770-835-0114