Current Report Filing (8-k)
14 June 2022 - 06:27AM
Edgar (US Regulatory)
false 0001571949 0001571949 2022-06-12
2022-06-12
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): June 13,
2022 (June 12, 2022)
Intercontinental Exchange, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-36198 |
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46-2286804 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.)
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(I.R.S. Employer
Identification Number) |
5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (770)
857-4700
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value per
share |
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ICE |
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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 (see General Instruction A.2.
below):
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Redemption of 4.00% Senior Notes due 2023 and Satisfaction and
Discharge of the Indenture
Effective as of June 12, 2022 (the “Redemption Date”),
Intercontinental Exchange, Inc. (“ICE”) redeemed all of the
outstanding $800 million principal amount of its 4.00% Senior
Notes due 2023 (the “Notes”), in accordance with the terms of the
Indenture, dated as of October 8, 2013 (the “Base Indenture”),
among IntercontinentalExchange Group, Inc. (currently ICE),
IntercontinentalExchange, Inc., Baseball Merger Sub, LLC and
Computershare Trust Company, N.A., as successor to Wells Fargo
Bank, National Association, as Trustee (the “Trustee”), as
supplemented by the First Supplemental Indenture, dated as of
October 8, 2013 (the “First Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), among ICE,
IntercontinentalExchange, Inc., Baseball Merger Sub, LLC and the
Trustee. ICE previously notified the holders of the Notes on
May 13, 2022 that it had elected to redeem the Notes on the
Redemption Date.
ICE has irrevocably deposited with the Trustee sufficient funds to
fund the redemption of the Notes. As a result, ICE has been
released from its obligations under the Notes and the Indenture
pursuant to the satisfaction and discharge provisions thereunder,
effective as of the Redemption Date.
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: June 13, 2022
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INTERCONTINENTAL EXCHANGE, INC. |
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By: |
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/s/ Andrew J. Surdykowski
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Name: |
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Andrew J.
Surdykowski |
Title: |
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General
Counsel |
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