Intercontinental Exchange, Inc. Announces Registered Exchange Offer for its Outstanding 3.625% Senior Notes due 2028 Issued in Connection with Prior Private Exchange Offer

Rhea-AI Summary

Intercontinental Exchange (NYSE: ICE) has announced a registered exchange offer for its outstanding 3.625% Senior Notes due 2028. The offer allows holders of unregistered notes to exchange them for an equal principal amount of registered notes under the Securities Act of 1933. Key details include:

- Expiration date: September 9, 2024, at 5:00 p.m. Eastern time
- Expected settlement date: September 11, 2024
- Exchange Agent: Computershare Trust Company, N.A.
- The terms of the new notes are identical to the original ones, except for transfer restrictions and registration rights

The exchange offer is being made pursuant to a prospectus filed with the SEC on August 9, 2024. This announcement is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy securities.

Positive

• Offering registered notes may improve liquidity for noteholders
• Exchange offer demonstrates commitment to regulatory compliance

Negative

• None.

Insights

Financial Analyst

This registered exchange offer for ICE's 3.625% Senior Notes due 2028 is a routine financial procedure with minimal impact on investors. The exchange doesn't alter the company's debt structure or financial obligations. It merely replaces unregistered notes with SEC-registered ones, enhancing liquidity and tradability for noteholders.

The key benefits are:

• Improved transparency due to SEC registration
• Potentially broader market for the notes
• Elimination of resale restrictions

However, there's no change in credit risk or yield. This move primarily serves ICE's compliance needs and doesn't significantly affect its financial position or stock value. Investors should view this as a neutral administrative action rather than a market-moving event.

ATLANTA & NEW YORK--(BUSINESS WIRE)-- Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) today announced the commencement of its offer to exchange (the “Exchange Offer”) its outstanding unregistered 3.625% Senior Notes due 2028 (the “Original Notes”) for a like principal amount of notes of the same series that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”).

The Exchange Offer will expire at 5:00 p.m., Eastern time, on September 9, 2024, unless extended or earlier terminated by ICE (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”). In order to be exchanged in the Exchange Offer, an Original Note must be validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted by ICE. The settlement date for the Exchange Offer will be promptly following the Expiration Date and is expected to be September 11, 2024.

The terms of the Exchange Notes are identical to the terms of the Original Notes, except that the transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes.

The Exchange Offer is being made pursuant to the terms of, and subject to the conditions set forth in, a prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2024 (as the same may be amended or supplemented, the “Prospectus”).

Computershare Trust Company, N.A. is acting as Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Prospectus may be directed to Computershare Trust Company, N.A. at (800) 344-5128. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Original 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 Prospectus and the accompanying letter of transmittal. 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 Prospectus and the accompanying letter of transmittal.

This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Original Notes, and does not constitute an offer to sell, or a solicitation of an offer to purchase, any Exchange Notes. The Exchange Offer is being made solely pursuant to the Prospectus and related documents. The Exchange Offer is not being made to holders of Original 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.

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 U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.

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 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 Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 2, 2024 and for the quarter ended June 30, 2024, as filed with the SEC on August 1, 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

View source version on businesswire.com: https://www.businesswire.com/news/home/20240809657429/en/

ICE Media Contact:

Damon Leavell

+1 212 323 8587

damon.leavell@ice.com



media@ice.com



ICE Investor Relations Contact:

Katia Gonzalez

+1 678 981 3882

katia.gonzalez@ice.com



investors@ice.com

Source: Intercontinental Exchange

FAQ

What is the expiration date for ICE's 3.625% Senior Notes exchange offer?

The exchange offer for ICE's 3.625% Senior Notes due 2028 expires on September 9, 2024, at 5:00 p.m. Eastern time, unless extended or earlier terminated by ICE.

Who is the Exchange Agent for ICE's 2028 Senior Notes exchange offer?

Computershare Trust Company, N.A. is acting as the Exchange Agent for ICE's 3.625% Senior Notes due 2028 exchange offer.

What is the expected settlement date for ICE's 2028 Senior Notes exchange?

The expected settlement date for ICE's 3.625% Senior Notes due 2028 exchange offer is September 11, 2024, promptly following the expiration date.

How do the terms of ICE's Exchange Notes differ from the Original Notes?

The terms of ICE's Exchange Notes are identical to the Original Notes, except that transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes.