Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced
today that as of 5:00 p.m., New York City time, on May 16, 2024
(the “Early Tender Deadline”), $997.4 million in aggregate
principal amount of outstanding 3.625% Senior Notes due 2028
(CUSIP: 092174AA9 / U0921BAA6) (the “BK Notes”) issued by Black
Knight InfoServ, LLC, a wholly owned subsidiary of ICE (“BK”),
representing approximately 99.74% of the $1 billion total
outstanding principal amount of the BK Notes, were validly tendered
and not validly withdrawn in connection with the previously
announced private exchange offer (the “Exchange Offer”) made by ICE
with respect to the BK Notes.
The Exchange Offer is being made upon the terms and conditions
set forth in an offering memorandum dated May 3, 2024 (the
“Offering Memorandum”), copies of which were made available to
holders of the BK Notes eligible to participate in the Exchange
Offer. The Exchange Offer will expire at 5:00 p.m., New York City
time, on June 3, 2024, unless such date is extended or earlier
terminated (such date and time, as they may be extended, the
“Expiration Date”).
ICE’s obligation to accept and exchange the BK Notes validly
tendered pursuant to the Exchange Offer is subject to certain
conditions as set forth in the Offering Memorandum. The Exchange
Offer is not conditioned upon any minimum aggregate principal
amount of BK Notes being validly tendered for exchange. ICE may
generally waive any such condition, in its sole discretion, at any
time with respect to the Exchange Offer.
Eligible holders who validly tendered their BK Notes by the
Early Tender Deadline and did not validly withdraw their tendered
BK Notes by 5:00 p.m., New York City time, on May 16, 2024 (such
date and time, the “Withdrawal Deadline”) are eligible to receive,
subject to the terms and conditions set forth in the Offering
Memorandum, ICE Notes in the same principal amount as the BK Notes
tendered and accepted for exchange. Eligible holders who validly
tender their BK Notes after the Early Tender Deadline but on or
prior to the Expiration Date will be eligible to receive $970
principal amount of the ICE Notes per $1,000 principal amount of BK
Notes validly tendered.
The Exchange Offer is being made only to holders of BK Notes who
satisfy the eligibility conditions described under “Disclaimer”
below. Holders of BK Notes who desire a copy of the eligibility
letter should contact D.F. King & Co., Inc., the information
agent and exchange agent for the Exchange Offer, at (800) 628-8528.
Banks and brokers should call (212) 269-5550. The eligibility
letter may also be found here: www.dfking.com/ice-blackknight. D.F.
King & Co., Inc. will also provide copies of the Offering
Memorandum to eligible holders of BK Notes.
Holders of BK Notes are advised to check with any bank,
securities broker or other intermediary through which they hold BK
Notes as to when such intermediary needs to receive instructions
from a holder in order for that holder to be able to participate
in, or (in the circumstances in which revocation is permitted)
revoke their instruction to participate in, the Exchange Offer
before the deadlines specified herein and in the Offering
Memorandum. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Offering Memorandum.
Disclaimer
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the “Securities Act”). This
press release is neither an offer to sell nor the solicitation of
an offer to buy the ICE Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The Exchange Offer has not been and will not be
registered under the Securities Act, or the securities laws of any
other jurisdiction, and, accordingly, the ICE Notes will be subject
to transfer restrictions unless and until the ICE Notes are
registered or exchanged for registered notes. The ICE Notes will be
issued in reliance upon exemptions from, or in transactions not
subject to, registration under the Securities Act. The Exchange
Offer is being made only to holders of BK Notes who are, and the
ICE Notes will be offered for exchange only to (i) 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 (ii) outside the United
States, persons who are not, and who are not acting for the account
or benefit of, U.S. persons (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” (as defined in the Offering Memorandum). The ICE Notes
will not be offered or sold in the United States or to U.S. persons
(as defined in Rule 902 under the Securities Act) unless the
transaction is registered under the Securities Act, an exemption
from the registration requirements of the Securities Act is
available or the transaction is not subject to registration under
the Securities Act.
The Exchange Offer is being made only pursuant to the Offering
Memorandum. The Offering Memorandum and other documents relating to
the Exchange Offer will be distributed only to holders of BK Notes
who confirm that they are within the categories of eligible
participants in the Exchange Offer. None of ICE, its directors or
officers, the dealer managers, the exchange agent, the information
agent, the trustees for the ICE Notes or the BK Notes, their
respective affiliates, or any other person is making any
recommendation as to whether holders should tender their BK Notes
in the Exchange Offer.
This press release, the Offering Memorandum and any other
offering material relating to the Exchange Offer are not being
made, and have not been approved, by an authorized person for the
purposes of Section 21 of the Financial Services and Markets Act
2000. Accordingly, this press release, the Offering Memorandum and
any other offering material relating to the Exchange Offer are only
being distributed to and are only directed at: (i) persons who are
outside the United Kingdom, (ii) persons in the United Kingdom who
have professional experience in matters relating to investments who
fall within the definition of investment professionals as defined
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”) or (iii)
high net worth entities and other persons who fall within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to for purposes of this paragraph as “relevant persons”).
The ICE Notes will only be available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such notes
will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on the Offering
Memorandum or any of its contents and may not participate in the
Exchange Offer.
The complete terms and conditions of the Exchange Offer are set
forth in the Offering Memorandum. The Exchange Offer is only being
made pursuant to the Offering Memorandum. The Exchange Offer is not
being 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 registered, recommended or approved of the ICE Notes or
passed upon the accuracy or adequacy of the Offering
Memorandum.
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 regarding
ICE’s business 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, the risk factors in the
Offering Memorandum and ICE’s Annual Report on Form 10-K for the
year ended December 31, 2023, as filed with the SEC on February 8,
2024 and ICE’s most recent Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024, as filed with the SEC on May 2, 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.
Category: Corporate
SOURCE: Intercontinental Exchange
ICE-CORP
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version on businesswire.com: https://www.businesswire.com/news/home/20240517400943/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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