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 email@example.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 firstname.lastname@example.org.
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