Current Report Filing (8-k)
14 June 2022 - 6:27AM
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 |
| 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):
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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)) |
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 |
| Name: |
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Andrew J. Surdykowski |
| Title: |
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General Counsel |
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