Intercontinental Exchange (NYSE: ICE), a leading global provider
of data, technology and market infrastructure, announced today that
it priced an underwritten public offering of $8 billion in new
senior notes.
The senior notes comprise $1.25 billion in aggregate principal
amount of 3.650% Senior Notes due 2025 (the “2025 Notes”), $1.5
billion in aggregate principal amount of 4.000% Senior Notes due
2027 (the “2027 Notes”), $1.25 billion in aggregate principal
amount of 4.350% Senior Notes due 2029 (the “2029 Notes”), $1.5
billion in aggregate principal amount of 4.600% Senior Notes due
2033 (the “2033 Notes), $1.5 billion in aggregate principal amount
of 4.950% Senior Notes due 2052 (the “2052 Notes”), and $1 billion
in aggregate principal amount of 5.200% Senior Notes due 2062 (the
“2062 Notes” and, together with the 2025 Notes, the 2027 Notes, the
2029 Notes, the 2033 Notes and the 2052 Notes, the “Notes”). The
offering is being made under a shelf registration statement and is
expected to close on May 23, 2022, subject to the satisfaction of
customary closing conditions.
ICE intends to use the net proceeds from the offering of the
2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes,
together with the issuance of commercial paper and/or borrowings
under its revolving credit facility, cash on hand or other
immediately available funds and borrowings under a new senior
unsecured term loan facility, to finance the cash portion of the
purchase price for Black Knight, Inc. (“Black Knight”) under the
terms of the merger agreement. The acquisition was announced on May
4, 2022.
Following the pricing of the Notes, ICE delivered a notice of
redemption to Computershare Trust Company, N.A. (formerly Wells
Fargo Bank, National Association), as trustee under the indentures
governing the $500 million aggregate principal amount of ICE’s
2.350% senior notes due September 15, 2022, the $400 million
aggregate principal amount of ICE’s 3.450% senior notes due
September 21, 2023, the $1.0 billion aggregate principal amount of
ICE’s 0.700% senior notes due June 15, 2023 and the $800 million
aggregate principal amount of ICE’s 4.00% senior notes due October
15, 2023 (collectively, the “2022 and 2023 Notes”), which will be
delivered to the holders of the 2022 and 2023 Notes on May 13,
2022. The 0.700% senior notes due June 15, 2023 will be redeemed on
May 24, 2022, and the 2.350% senior notes due September 15, 2022,
the 3.450% senior notes due September 21, 2023 and the 4.00% senior
notes due October 15, 2023 will be redeemed on June 12, 2022, in
each case, in accordance with the terms of the respective
indentures governing each of the 2022 and 2023 Notes. ICE intends
to use the proceeds of the 2033 Notes and the 2052 Notes, together
with cash on hand or other immediately available funds, to fund the
redemption of the 2022 and 2023 Notes.
The joint book-running managers for the Notes are BofA
Securities, Inc., Goldman Sachs & Co. LLC, Wells Fargo
Securities, LLC, MUFG Securities Americas Inc., Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC, BBVA Securities
Inc. (for the 2027 notes), BMO Capital Markets Corp. (for the 2033
notes), Fifth Third Securities, Inc. (for the 2029 notes), Mizuho
Securities USA LLC (for the 2052 notes) and PNC Capital Markets LLC
(for the 2062 notes). The senior co-managers for the Notes are BBVA
Securities Inc. (other than the 2027 notes), BMO Capital Markets
Corp. (other than the 2033 notes), Fifth Third Securities, Inc.
(other than the 2029 notes), Mizuho Securities USA LLC (other than
the 2052 notes) and PNC Capital Markets LLC (other than the 2062
notes), and the co-manager for the Notes is SG Americas Securities,
LLC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Moreover, this press release does not constitute a notice of
redemption for the 2022 and 2023 Notes.
The offering is being made only by means of a prospectus
supplement relating to the offering and accompanying base
prospectus previously filed with the Securities and Exchange
Commission, copies of which may be obtained for free by visiting
EDGAR on the SEC Web site at www.sec.gov or, upon request, by
contacting BofA Securities, Inc. toll-free at 1-800-294-1322 or
dg.prospectus_requests@bofa.com, Goldman Sachs & Co. LLC
toll-free at 1-866-471-2526 and Wells Fargo Securities, LLC
toll-free at 1-800-645-3751 or
wfscustomerservice@wellsfargo.com.
About Intercontinental Exchange
Intercontinental Exchange (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.
Trademarks of ICE and/or its affiliates include Intercontinental
Exchange, ICE, ICE block design, NYSE and New York Stock
Exchange.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 -- Statements in this press release regarding
the use of proceeds from the offering, the additional financing
sources expected to be used to fund the cash portion of the
purchase price for Black Knight and the expected closing date of
the offering, 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 ICE’s
Annual Report on Form 10-K for the year ended December 31, 2021, as
filed with the SEC on February 3, 2022 and Quarterly Report on Form
10-Q for the quarter ended March 31, 2022, as filed with the SEC on
May 5, 2022.
SOURCE: Intercontinental Exchange
ICE-CORP
ICE Investor
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220512006118/en/
ICE Investor Relations Contact: Mary Caroline O’Neal +1 770 738
2151 marycaroline.oneal@ice.com
investors@ice.com
ICE Media Contact: Josh King +1 212 656 2490
josh.king@ice.com
media@ice.com
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