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): December 15, 2015
INTERCONTINENTAL EXCHANGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36198 | 46-2286804 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 5660 New Northside Drive, Third Floor Atlanta, Georgia |
30328 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(770) 857-4700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On December 15, 2015, Intercontinental Exchange, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) (No. 333-206169) (the “Registration Statement”), under the Securities Act of 1933, as amended, with respect to the resale by the selling stockholders named therein of up to 6,451,547 shares of the Company’s common stock that were issued by the Company to such selling stockholders as share consideration in connection with the Company’s acquisition of Interactive Data Holdings Corporation (“Interactive Data”) through a merger of Red Merger Sub Inc., a wholly owned subsidiary of the Company, with and into Interactive Data.
In connection with filing of such prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
SIGNATURE
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. | ||||||
| Date: December 15, 2015 | By: | /s/ Andrew J. Surdykowski | ||||
| Name: | Andrew J. Surdykowski | |||||
| Title: | Senior Vice President, Associate General Counsel | |||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
December 15, 2015
Intercontinental Exchange, Inc.,
5660 New Northside Drive,
Atlanta, Georgia 30328.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of 6,451,547 shares (the “Securities”) of Common Stock, par value $0.01 per share, of Intercontinental Exchange, Inc., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Securities have been validly issued and are fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
| Intercontinental Exchange, Inc. | -2- |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP