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
29 Febbraio 2024 - 1:15AM
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-CORP
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version on businesswire.com: https://www.businesswire.com/news/home/20240228422781/en/
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
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