Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today that it is commencing a private exchange offer (the “Exchange Offer”) with respect to the outstanding 3.625% Senior Notes due 2028 (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of ICE.
Pursuant to the Exchange Offer, ICE is offering to issue, in a private offering to eligible holders of BK Notes, and for the consideration set forth in the table below, new notes (the “ICE Notes”) having the same interest payment and maturity dates and interest rate as the BK Notes. For BK Notes tendered by the Early Tender Deadline (as defined below) and not validly withdrawn before the Withdrawal Deadline (as defined below), eligible holders of BK Notes will be eligible to receive the Early Tender Consideration (as defined below). For BK Notes tendered after the Early Tender Deadline but on or prior to the Expiration Date (as defined below), eligible holders of BK Notes will be eligible to receive the Exchange Consideration (as defined below).
The following table sets forth the Early Tender Consideration and the Exchange Consideration being offered for the BK Notes:
| Early Tender Consideration for BK Notes Tendered by the Early Tender Deadline and Not Withdrawn by the Withdrawal Deadline | Exchange Consideration (2) for BK Notes Tendered After the Early Tender Deadline | |||||||||
| Title of Series of BK Notes | CUSIP No. of BK Notes | Aggregate Principal Amount Outstanding | ICE Notes to be Issued in Exchange for BK Notes | Principal Amount of ICE Notes (1) | Principal Amount of ICE Notes (2) | |||||
| 3.625% Senior Notes due 2028 | 092174AA9 (144A) /U0921BAA6 (Reg S) | $ 1,000,000,000 | 3.625% Senior Notes due 2028 | $1,000 | $970 | |||||
| (1) | Principal amount of ICE Notes issued in exchange for each $1,000 principal amount of BK Notes validly tendered and accepted for exchange. | |
| (2) | Exchange Consideration involves the issuance of $970 principal amount of ICE Notes, as opposed to $1,000 principal amount of ICE Notes, for each $1,000 principal amount of BK Notes validly tendered and accepted for exchange. |
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 will be 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”). Tenders of BK Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on May 16, 2024, unless extended or earlier terminated (such date and time, as they may be extended, the “Withdrawal Deadline”), but tenders not so validly withdrawn will be irrevocable after the Withdrawal Deadline, except in certain limited circumstances where additional withdrawal rights are required by law. ICE reserves the right to terminate, withdraw, amend or extend the Exchange Offer in its sole discretion, subject to the terms and conditions set forth in the Offering Memorandum.
Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder exchanging BK Notes in the Exchange Offer will be eligible to receive, in exchange for the BK Notes validly tendered and not validly withdrawn, ICE Notes having the same interest payment and maturity dates and interest rate as the BK Notes. Eligible holders who validly tender their BK Notes by 5:00 p.m., New York City time, on May 16, 2024 (such date and time, as they may be extended, the “Early Tender Deadline”), and do not validly withdraw their tendered BK Notes by the Withdrawal Deadline, will be 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 (the “Early Tender Consideration”). 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 Consideration”). Settlement of the Exchange Offer is expected to occur on or about June 5, 2024, unless ICE extends the Expiration Date or terminates the Exchange Offer. Interest on the ICE Notes will accrue from (and including) the last interest payment date on which interest was paid on the BK Notes, and, accordingly, no accrued interest will be paid on the settlement date in respect of BK Notes accepted for exchange, except with respect to cash paid in lieu of ICE Notes not delivered, as described below.
The ICE Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If the principal amount of ICE Notes validly tendered after the Early Tender Deadline that would otherwise be required to be delivered in exchange for a tender of BK Notes would not equal $2,000 or an integral multiple of $1,000 in excess thereof, it will be rounded down to $2,000 or the nearest integral multiple of $1,000 in excess thereof, and ICE will pay cash equal to the remaining portion of the Exchange Consideration for such BK Notes plus accrued and unpaid interest with respect to that portion. No tender of BK Notes will be accepted if it would result in the issuance of less than $2,000 principal amount of ICE Notes.
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.
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.
