Form 8-K

INTERCONTINENTAL EXCHANGE, INC.

Date: December 21, 2015

/s/ Andrew J. Surdykowski

Andrew J. Surdykowski

Senior Vice President, Associate General Counsel

0001193125-15-409255.txt : 20151221 0001193125-15-409255.hdr.sgml : 20151221 20151221170005 ACCESSION NUMBER: 0001193125-15-409255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151221 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151221 DATE AS OF CHANGE: 20151221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Intercontinental Exchange, Inc. CENTRAL INDEX KEY: 0001571949 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36198 FILM NUMBER: 151300020 BUSINESS ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE, STREET 2: THIRD FLOOR CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770-857-4700 MAIL ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE, STREET 2: THIRD FLOOR CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: IntercontinentalExchange Group, Inc. DATE OF NAME CHANGE: 20130313 FORMER COMPANY: FORMER CONFORMED NAME: Intercontinental Exchange Group, Inc. DATE OF NAME CHANGE: 20130312 8-K 1 d109117d8k.htm FORM 8-K Form 8-K

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 21, 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 21, 2015, Intercontinental Exchange, Inc. (the “Company”) filed a supplement no. 1 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 an additional 1,124 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 supplement no. 1, 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.

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)

EX-5.1 2 d109117dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

December 21, 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 1,124 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