8-K

INTERCONTINENTAL EXCHANGE, INC.

Date: May 26, 2020

/s/ Andrew J. Surdykowski

Andrew J. Surdykowski

General Counsel

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 26, 2020

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share

ICE

New York Stock Exchange

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))

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 26, 2020, Intercontinental Exchange, Inc. (“ICE”) completed the public offering and issuance of $1,250,000,000 aggregate principal amount of its 2.100% Senior Notes due 2030 (the “2030 Notes”) and $1,250,000,000 aggregate principal amount of its 3.000% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”).

The Notes were sold pursuant to an Underwriting Agreement, dated May 18, 2020 (the “Underwriting Agreement”), among ICE and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters named therein. The Notes were offered and sold pursuant to ICE’s automatic shelf registration statement on Form S-3 (File No. 333-223502) and the prospectus included therein, filed with the Securities and Exchange Commission on March 7, 2018, and supplemented by the prospectus supplement dated May 18, 2020. The Notes were issued under the Indenture, dated as of August 13, 2018 (the “Indenture”), between ICE and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of May 26, 2020 (the “Supplemental Indenture”), between ICE and the Trustee.

ICE received approximately $2.45 billion in net proceeds, after underwriting discounts and commissions and before offering expenses, from the sale of the Notes. ICE intends to use the net proceeds from the offering for general corporate purposes, including to fund the redemption of the $1,250,000,000 aggregate principal amount of 2.75% Senior Notes due 2020 and to pay down a portion of its commercial paper outstanding.

The foregoing description of the Underwriting Agreement, the Indenture and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Indenture and the Supplemental Indenture (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1, 4.1 and 4.2 hereto, respectively.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

	1.1	Underwriting Agreement dated as of May 18, 2020 among Intercontinental Exchange, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.

	4.1	Indenture dated as of August 13, 2018 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).

	4.2	Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee.

	4.3	Form of 2.100% Senior Notes due 2030 (included in Exhibit 4.2).

	4.4	Form of 3.000% Senior Notes due 2050 (included in Exhibit 4.2).

	5.1	Opinion of Sullivan & Cromwell LLP.

	23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

	104	The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.