UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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):
| 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)) |
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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 7.01 | Regulation FD Disclosure |
On February 28, 2024, Intercontinental Exchange, Inc. (“ICE”) issued a press release announcing the expiration of the Consent Solicitation and that it had received the requisite consents in the solicitation of consents (the “Consent Solicitation”) from eligible holders of the 3.625% Senior Notes due 2028 (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly-owned subsidiary of ICE (“BK”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
As previously announced, on February 20, 2024, ICE commenced the Consent Solicitation to amend the BK Indenture (as defined below) to eliminate (a) the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture (the “Reporting Covenant Proposed Amendment”) and (b) substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default (the “Other Proposed Amendments” and, together with the Reporting Covenant Proposed Amendment, the “Proposed Amendments”).
The Consent Solicitation expired at 5:00 p.m., New York City time, on February 28, 2024 (the “Expiration Date”). As of the Expiration Date, ICE, on behalf of BK, had received valid consents from holders of approximately 95% of the outstanding aggregate principal amount of the BK Notes, which was sufficient to approve the Proposed Amendments. As a result of receiving the requisite consents to the Proposed Amendments to the Indenture, on February 28, 2024, BK entered into a First Supplemental Indenture (the “Supplemental Indenture”) among BK, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (the “Trustee”), to that certain Indenture, dated as of August 26, 2020 (the “BK Indenture”), among BK, the guarantors party thereto and the Trustee.
The Supplemental Indenture was effective upon execution. The Reporting Covenant Proposed Amendment became operative on February 29, 2024, the date that ICE deposited with the Depository Trust Company the amount of cash necessary to pay the cash consideration to each holder whose consents were validly delivered and not validly revoked prior to the Expiration Date. The Other Proposed Amendments will take effect on the date ICE completes a private exchange offer (the “Private Exchange Offer”) to exchange existing BK Notes for new senior notes issued by ICE (the “ICE Notes”). If commenced, neither the Private Exchange Offer nor the ICE Notes offered thereby in exchange for the BK Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Private Exchange Offer, if commenced, will be made only to the holders of BK Notes who are, and the ICE Notes will be offered for exchange only to, (1) qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and (2) a person or entity outside the United States that is not, and is not acting for the account or benefit of, a U.S. person (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and, in each case, if the holder is in the European Economic Area or the United Kingdom, such holder is a “non-U.S. qualified offeree.”
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibits 4.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | First Supplemental Indenture, dated February 28, 2024, among Black Knight InfoServ, LLC, the guarantors party thereto and Computershare Trust Company, N.A. | |
| 99.1 | Press Release dated February 28, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: March 1, 2024 | INTERCONTINENTAL EXCHANGE, INC. | |||||
| By: | /s/ Andrew J. Surdykowski | |||||
| Andrew J. Surdykowski | ||||||
| General Counsel | ||||||
Exhibit 4.1
BLACK KNIGHT INFOSERV, LLC,
as Issuer,
THE GUARANTORS PARTY HERETO
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
First Supplemental Indenture
Dated as of February 28, 2024
to Indenture
Dated as of August 26, 2020
FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2024 (this “First Supplemental Indenture”), among Black Knight InfoServ, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined herein) and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as Trustee (as defined herein).
WITNESSETH:
WHEREAS, each of the Issuer and the guarantors set forth therein has heretofore executed and delivered to the Trustee an indenture, dated as of August 26, 2020 (the “Original Indenture” and, together with this First Supplemental Indenture, the “Indenture”), to provide for the issuance of $1,000,000,000 aggregate principal amount of 3.625% Senior Notes Due 2028 (the “Notes”);
WHEREAS, pursuant to Section 10.06(b) of the Original Indenture, other than with respect to guarantees of Black Knight, Inc. and Black Knight Financial Services, LLC (together, the “Guarantors”), upon the repayment of all loans and the termination of all commitments outstanding under the Amended and Restated Credit Facilities on September 5, 2023, all other guarantors under the Original Indenture were automatically and unconditionally released and discharged, and no further action by such guarantors, the Issuer or the Trustee was required for the release of such guarantors’ guarantees thereunder;
WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Original Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the “Requisite Consent”);
WHEREAS, on February 20, 2024, Intercontinental Exchange, Inc., on behalf of the Issuer, distributed a Consent Solicitation Statement (the “Consent Solicitation Statement”) to certain eligible holders of the Notes to participate in the solicitation of consents from holders of the Notes to amend the Original Indenture as set forth in this First Supplemental Indenture, subject to the terms and conditions set forth in the Original Indenture and the Consent Solicitation Statement; and
WHEREAS, as of February 28, 2024, the Issuer has received and caused to be delivered to the Trustee evidence of receipt of the Requisite Consent from or on behalf of Holders to amend the Original Indenture as set forth herein and such evidence is attached to the Officer’s Certificate delivered as of the date hereof to the Trustee by the Issuer in connection with the execution of this First Supplemental Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
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ARTICLE 1.
DEFINITIONS
Section 1.1. Definitions Generally. Except to the extent such terms are otherwise defined in this First Supplemental Indenture or the context clearly requires otherwise, all terms used in this First Supplemental Indenture which are defined in the Original Indenture have the meanings assigned to them therein.
Section 1.2. Definitions of Reporting Covenant Amendments and Other Amendments. (i) The amendments in Sections 2.1(b) and (c), (ii) the deletion of Section 4.03 (“Reports and Other Information”) and the changes to Section 6.01 (“Events of Default”) relating to the deletion of Section 4.03 (“Reports and Other Information”) in Section 2.1(a) and (iii) any amendments pursuant to Sections 2.1(d) and 2.2 related to the changes in clause (ii) are referred to collectively herein as the “Reporting Covenant Amendments.” All of the other changes referred to in Article 3 are referred to collectively herein as the “Other Amendments.”
ARTICLE 2.
AMENDMENTS TO THE ORIGINAL INDENTURE
Section 2.1. Amendments to the Original Indenture.
(a) The Original Indenture is hereby amended by deleting the following Articles, sections, and clauses of the Original Indenture and replacing all such deleted Articles, sections and clauses with “[Intentionally Omitted]”:
| • | Section 3.09 (“Special Mandatory Redemption”) |
| • | Section 4.03 (“Reports and Other Information”) |
| • | Section 4.04 (“Compliance Certificate”) |
| • | Section 4.05 (“Taxes”) |
| • | Section 4.06 (“Stay, Extension and Usury Laws”) |
| • | Section 4.07 (“Liens”) |
| • | Section 4.08 (“Corporate Existence”) |
| • | Section 4.09 (“Offer to Repurchase Upon Change of Control Triggering Event”) |
| • | Section 4.10 (“Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”) |
| • | Section 4.11 (“Suspension of Certain Covenants”) |
| • | Section 4.12 (“Financial Calculations for Limited Condition Transaction”) |
| • | Article V (“Successors”) |
| • | Clauses (a)(3), (a)(4), (a)(5), (a)(6) and (7) of Section 6.01 (“Events of Default”) |
| • | Section 6.01(b) (“Events of Default”) |
| • | Section 8.03 (“Covenant Defeasance”) |
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(b) Section 1.01 (“Definitions”) of the Original Indenture is hereby amended by deleting the definition “Amended and Restated Credit Facilities.”
(c) All references in the Original Indenture to “Wells Fargo, National Association” are hereby replaced by “Computershare Trust Company, N.A.”
(d) Any definitions used exclusively in the provisions of the Original Indenture or the Notes that are deleted pursuant to the amendments set forth under this First Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Original Indenture and the Notes, and all textual references in the Original Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Original Indenture that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety.
Section 2.2. Amendments to the Notes. Any provision contained in the Form of Note attached as Exhibit A to the Original Indenture and the Notes that relates to the sections in the Indenture that are amended pursuant to this Article 2 are likewise hereby amended so that any such provision contained in such Form of Notes and the Notes will conform to and be consistent with the Indenture.
ARTICLE 3.
MISCELLANEOUS
Section 3.1. Notices. All notices and other communications to the Issuer, the Guarantors and the Trustee shall be given as provided in the Indenture, at the address for the Issuer, the Guarantors and the Trustee set forth in the Indenture, as amended by this First Supplemental Indenture, as applicable.
Section 3.2. Execution as Supplemental Indenture. This First Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this First Supplemental Indenture forms a part thereof.
Section 3.3. Effectiveness. This First Supplemental Indenture will become effective immediately upon its execution and delivery by the parties hereto; provided, however, that (i) the Reporting Covenant Amendments shall become operative upon the Consent Payment Date (as defined in the Consent Solicitation Statement) (such date, the “Reporting Covenant Amendments Operative Date”) and (ii) the Other Amendments shall become operative upon the date Intercontinental Exchange, Inc. completes the Private Exchange Offer (as defined in the Consent Solicitation Statement) (such date, the “Other Amendments Operative Date” and, together with the Report Covenant Amendments Operative Date, each, an “Operative Date”)); provided, further, that the provisions hereof shall become immediately operative upon the applicable Operative Date without further action by or notice to any Person.
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Section 3.4. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.5. Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.6. Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.
Section 3.7. Execution and Counterparts. This First Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
Section 3.8. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 3.9. Ratification of Original Indenture; First Supplemental Indenture Part of Indenture. Except as expressly amended and supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
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Section 3.10. Trustee Reliance and Protections. The Trustee is executing this First Supplemental Indenture based on and in reliance of the representations and statements of the Issuer and Guarantors set forth herein, as well as the representations, certifications and statements set forth in the Officer’s Certificate and Opinion of Counsel, both to be delivered to the Trustee as of the date hereof in connection with the execution hereof. The Issuer and Guarantors hereby acknowledge that the rights, protections, and indemnities afforded the Trustee in the Original Indenture apply to the execution hereof and the transactions contemplated hereunder.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.
| ISSUER: | ||
| BLACK KNIGHT INFOSERV, LLC | ||
| By: | /s/ Warren Gardiner | |
| Name: | Warren Gardiner | |
| Title: | Chief Financial Officer | |
| GUARANTORS: | ||
| BLACK KNIGHT, INC. | ||
| BLACK KNIGHT FINANCIAL SERVICES, LLC | ||
| By:: | /s/ Warren Gardiner | |
| Name: | Warren Gardiner | |
| Title: | Chief Financial Officer | |
[Signature Page to First Supplemental Indenture]
| COMPUTERSHARE TRUST COMPANY, N.A., as successor trustee to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Corey J. Dahlstrand | |
| Name: | Corey J. Dahlstrand | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
Exhibit 99.1
Intercontinental Exchange, Inc. Announces Expiration of Consent Solicitation and Receipt of Requisite Consents Relating to Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes due 2028
February 28, 2024
ATLANTA & NEW YORK—(BUSINESS WIRE)—Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today the expiration and results of the previously announced consent solicitation (the “Consent Solicitation”) made by ICE with respect to the 3.625% Senior Notes due 2028 (CUSIP Nos. 092174AA9 (144A) and U0921BAA6 (Reg S)) (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of ICE, to amend the terms of the BK Notes and the related indenture under which they were issued (the “BK Indenture”).
Pursuant to the Consent Solicitation, ICE solicited consents (the “Consents”) from each eligible holder of the BK Notes to amend the BK Notes and the BK Indenture to eliminate (i) the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture (the “Reporting Covenant Proposed Amendment”) and (ii) substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default (the “Other Proposed Amendments” and, together with the Reporting Covenant Proposed Amendment, the “Proposed Amendments”).
The Consent Solicitation expired at 5:00 p.m., New York City time, today (the “Expiration Date”). As of the Expiration Date, the Company has been advised by D.F. King & Co., Inc., the information and tabulation agent for the Consent Solicitation, that Consents of the holders of more than a majority in aggregate principal amount of the BK Notes were validly delivered and not validly revoked, as required under the BK Indenture to approve the Proposed Amendments, representing approximately 95% of the $1 billion total outstanding principal amount of the BK Notes. ICE will pay the holders of BK Notes whose consents were validly delivered and not validly revoked prior to the Expiration Date aggregate cash consideration of $2,500,000, or approximately $2.64 per $1,000 principal amount of BK Notes, as early as February 29, 2024, subject to the terms and conditions described in the Consent Solicitation Statement.
As a result of receiving the requisite consents to the Proposed Amendments to the Indenture, on February 28, 2024, BK entered into a First Supplemental Indenture (the “Supplemental Indenture”) to the BK Indenture. The Supplemental Indenture was effective upon execution. The Reporting Covenant Proposed Amendment will take effect when ICE deposits with the Depository Trust Company the amount of cash necessary to pay the cash consideration to each holder whose consents were validly delivered and not validly revoked prior to the Expiration Date. The Other Proposed Amendments will take effect on the date ICE completes a private exchange offer to exchange existing BK Notes for new senior notes issued by ICE.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as solicitation agents for the Consent Solicitation. Any persons with questions regarding the Consent Solicitation should contact Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect); J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4087 (collect); or Wells Fargo Securities, LLC at (704) 410-4235 (collect) or (866) 309-6316 (toll free).
Disclaimer
The Consent Solicitation was made pursuant to the Consent Solicitation Statement. The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement. The Consent Solicitation Statement was distributed only to eligible holders of BK Notes. The Consent Solicitation was not made to holders of BK Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither the Securities and Exchange Commission nor any other regulatory body has passed upon the accuracy or adequacy of the Consent Solicitation Statement.
About Intercontinental Exchange
Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995—Statements in this press release 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, ICE’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024. We caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
ICE Media Contact:
Josh King
(212) 656 2490
josh.king@ice.com
Damon Leavell
damon.leavell@ice.com
(212) 323-8587
media@ice.com
ICE Investor Contact:
Katia Gonzalez
katia.gonzalez@ice.com
(678) 981-3882
investors@ice.com
Document and Entity Information |
Feb. 28, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001571949 |
| Document Type | 8-K |
| Document Period End Date | Feb. 28, 2024 |
| Entity Registrant Name | INTERCONTINENTAL EXCHANGE, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36198 |
| Entity Tax Identification Number | 46-2286804 |
| Entity Address, Address Line One | 5660 New Northside Drive |
| Entity Address, Address Line Two | Third Floor |
| Entity Address, City or Town | Atlanta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30328 |
| City Area Code | (770) |
| Local Phone Number | 857-4700 |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | ICE |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |