Intercontinental Exchange, Inc. Announces Early Tender Results of Previously Announced Private Exchange Offer for Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes due 2028
Intercontinental Exchange (NYSE: ICE) announced that $997.4 million, or 99.74%, of Black Knight InfoServ's 3.625% Senior Notes due 2028 were tendered by the early deadline in the private exchange offer. The offer ends on June 3, 2024, and does not require a minimum tender amount. Eligible holders who tendered early will receive ICE Notes equivalent to their BK Notes' principal amount. Those tendering later will receive $970 in ICE Notes per $1,000 BK Notes. The offer is only open to qualified institutional buyers and certain non-U.S. persons, as detailed in the offering memorandum.
- 99.74% of Black Knight InfoServ's Senior Notes were tendered early, indicating strong participation.
- ICE will exchange BK Notes for ICE Notes on a 1:1 basis for early participants, maintaining investor value.
- No minimum aggregate principal amount required, providing flexibility in the exchange process.
- Late tendering holders will receive less value: $970 ICE Notes per $1,000 BK Notes.
- The Exchange Offer imposes significant eligibility restrictions, limiting participation to specific institutional and non-U.S. investors.
- The offer is subject to various conditions, adding uncertainty to the final exchange outcome.
Insights
Intercontinental Exchange's (ICE) early tender results for Black Knight InfoServ’s (BK) senior notes reflect strong execution in their financial strategy. It’s noteworthy that
Retail investors should consider that ICE is optimizing its balance sheet and reducing risk by converting existing debts into new terms. However, the exchange offer isn’t registered under the Securities Act, which might indicate regulatory complexities. In the short term, this move could be positively perceived by the market, potentially lifting ICE’s stock price. In the long term, the financial restructuring could result in better debt management and enhanced liquidity for ICE. It's important to note the high confidence and willingness of bondholders to accept the new terms, indicating trust in ICE's financial health.
The high participation rate in the early tender results can be seen as a positive indicator of market confidence in ICE. This exchange offer might allow ICE to lock in lower interest rates for its new debt, considering the prevailing market conditions. It's an effective strategy for refining their capital structure, ensuring a more manageable debt burden moving forward. For retail investors, this could signal that ICE is in a strong position to manage its obligations and continue its growth trajectory. However, the exchange being limited to qualified institutional buyers and non-U.S. persons means retail investors would primarily see the impact through market sentiment and potential improved financial stability of ICE rather than direct participation.
From a legal perspective, the private exchange offer under Rule 144A and Regulation S of the Securities Act is a strategic move enabling ICE to avoid the time-consuming and costly process of SEC registration. This move aligns with common industry practices among large corporates seeking efficiency in debt management. The emphasis on eligibility conditions and the legal exemptions provided shows ICE's diligence in navigating regulatory landscapes effectively. However, retail investors should be aware that these transactions exclude them directly due to the need for sophisticated investor status, thus they should look at broader impacts on ICE's financial health and market perception.
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 were 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.,
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.
Eligible holders who validly tendered their BK Notes by the Early Tender Deadline and did not validly withdraw their tendered BK Notes by 5:00 p.m.,
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.
Disclaimer
This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the ICE Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offer has not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and, accordingly, the ICE Notes will be subject to transfer restrictions unless and until the ICE Notes are registered or exchanged for registered notes. The ICE Notes will be issued in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act. The Exchange Offer is being made only to holders of BK Notes who are, and the ICE Notes will be offered for exchange only to (i) qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and (ii) outside
The Exchange Offer is being made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offer will be distributed only to holders of BK Notes who confirm that they are within the categories of eligible participants in the Exchange Offer. None of ICE, its directors or officers, the dealer managers, the exchange agent, the information agent, the trustees for the ICE Notes or the BK Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their BK Notes in the Exchange Offer.
This press release, the Offering Memorandum and any other offering material relating to the Exchange Offer are not being made, and have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this press release, the Offering Memorandum and any other offering material relating to the Exchange Offer are only being distributed to and are only directed at: (i) persons who are outside the
The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum. The Exchange Offer is only being made pursuant to the Offering Memorandum. The Exchange Offer is not being made to holders of BK Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither the Securities and Exchange Commission nor any other regulatory body has registered, recommended or approved of the ICE Notes or passed upon the accuracy or adequacy of the Offering Memorandum.
About Intercontinental Exchange
Intercontinental Exchange, Inc. (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
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding ICE’s business 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 the Offering Memorandum and ICE’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024 and ICE’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 2, 2024. We caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Category: Corporate
SOURCE: Intercontinental Exchange
ICE-CORP
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ICE Media Contact:
Josh King
(212) 656 2490
josh.king@ice.com
Damon Leavell
damon.leavell@ice.com
(212) 323-8587
media@ice.com
ICE Investor Contact:
Katia Gonzalez
katia.gonzalez@ice.com
(678) 981-3882
investors@ice.com
Source: Intercontinental Exchange
FAQ
What are the early tender results for ICE's exchange offer for Black Knight InfoServ's Senior Notes?
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