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Intercontinental Exchange, Inc. - Consent Solicitation 2024 (US) - Expiration
Intercontinental Exchange, Inc. Announces Expiration of Consent Solicitation and Receipt of Requisite Consents Relating to Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes due 2028 - 092174AA9 (144A) / U0921BAA6 (Reg S)
28 FEBRUARY 2024
Full announcements, including disclaimers and restrictions available via Businesswire
Scroll below for previous Intercontinental Exchange, Inc Offers
"ATLANTA & NEW YORK--(BUSINESS WIRE)--Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today the expiration and results of the previously announced consent solicitation (the “Consent Solicitation”) made by ICE with respect to the 3.625% Senior Notes due 2028 (CUSIP Nos. 092174AA9 (144A) and U0921BAA6 (Reg S)) (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of ICE, to amend the terms of the BK Notes and the related indenture under which they were issued (the “BK Indenture”).
Pursuant to the Consent Solicitation, ICE solicited consents (the “Consents”) from each eligible holder of the BK Notes to amend the BK Notes and the BK Indenture to eliminate (i) the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture (the “Reporting Covenant Proposed Amendment”) and (ii) substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default (the “Other Proposed Amendments” and, together with the Reporting Covenant Proposed Amendment, the “Proposed Amendments”).
The Consent Solicitation expired at 5:00 p.m., New York City time, today (the “Expiration Date”). As of the Expiration Date, the Company has been advised by D.F. King & Co., Inc., the information and tabulation agent for the Consent Solicitation, that Consents of the holders of more than a majority in aggregate principal amount of the BK Notes were validly delivered and not validly revoked, as required under the BK Indenture to approve the Proposed Amendments, representing approximately 95% of the $1 billion total outstanding principal amount of the BK Notes. ICE will pay the holders of BK Notes whose consents were validly delivered and not validly revoked prior to the Expiration Date aggregate cash consideration of $2,500,000, or approximately $2.64 per $1,000 principal amount of BK Notes, as early as February 29, 2024, subject to the terms and conditions described in the Consent Solicitation Statement.
As a result of receiving the requisite consents to the Proposed Amendments to the Indenture, on February 28, 2024, BK entered into a First Supplemental Indenture (the “Supplemental Indenture”) to the BK Indenture. The Supplemental Indenture was effective upon execution. The Reporting Covenant Proposed Amendment will take effect when ICE deposits with the Depository Trust Company the amount of cash necessary to pay the cash consideration to each holder whose consents were validly delivered and not validly revoked prior to the Expiration Date. The Other Proposed Amendments will take effect on the date ICE completes a private exchange offer to exchange existing BK Notes for new senior notes issued by ICE."
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Intercontinental Exchange, Inc. Commences Consent Solicitation with Respect to Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes Due 2028 - 092174AA9 (144A) / U0921BAA6 (Reg S)
20 FEBRUARY 2024
Full announcements, including disclaimers and restrictions available via Businesswire
Scroll below for previous Intercontinental Exchange, Inc Offers
ATLANTA & NEW YORK--(BUSINESS WIRE)--Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today that it is commencing a consent solicitation (the “Consent Solicitation”) with respect to the outstanding 3.625% Senior Notes due 2028 (CUSIP Nos. 092174AA9 (144A) and U0921BAA6 (Reg S)) (the “BK Notes”) issued by Black Knight InfoServ, LLC (“BK”), a wholly owned subsidiary of ICE. Pursuant to the Consent Solicitation, ICE is soliciting consents (the “Consents”) from each holder of the BK Notes to amend the BK Notes and the related indenture under which they were issued (the “BK Indenture”) to eliminate (a) the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture (the “Reporting Covenant Proposed Amendment”) and (b) substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default (the “Other Proposed Amendments” and, together with the Reporting Covenant Proposed Amendment, the “Proposed Amendments”).
The Consent Solicitation is being made upon the terms and conditions set forth in a consent solicitation statement, dated February 20, 2024 (the “Consent Solicitation Statement”), copies of which will be made available to holders of the BK Notes. The Consent Solicitation will expire at 5:00 p.m., New York City time, on February 28, 2024, unless extended or earlier terminated by ICE in its sole discretion (such date and time, as they may be extended or earlier terminated, the “Expiration Date”). Consents may be revoked at any time on or prior to the earlier of (i) 5:00 p.m., New York City time, on February 28, 2024, and (ii) the date on which the Consents required to approve the Proposed Amendments are received, unless extended by ICE in its sole discretion (such date and time, as they may be extended, the “Withdrawal Deadline”), but delivered Consents 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 Consent Solicitation in its sole discretion, subject to the terms and conditions set forth in the Consent Solicitation Statement.
Subject to the terms and conditions set forth in the Consent Solicitation Statement, ICE will pay all holders of BK Notes who validly deliver their Consents (and do not validly revoke such Consents) on or prior to the Expiration Date an amount in cash (the “Cash Consideration”), such that the aggregate Cash Consideration will be $2,500,000, to be allocated pro rata among all such consenting holders. For each $1,000 principal amount of BK Notes for which Consents were validly delivered and not validly withdrawn by the Expiration Date, the Cash Consideration will equal the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of BK Notes outstanding as of the Expiration Date and the denominator of which is the aggregate principal amount of BK Notes for which Consents were validly delivered and not validly withdrawn by the Expiration Date. As a result, the Cash Consideration will range from $2.50 per $1,000 principal amount (if holders of all outstanding BK Notes consent) to approximately $5.00 per $1,000 principal amount (if holders of a simple majority of the aggregate principal amount of the BK Notes consent). ICE’s obligation to accept Consents and to pay the Cash Consideration is subject to and contingent upon the satisfaction or waiver of certain conditions set forth in the Consent Solicitation Statement. ICE will pay the Cash Consideration to the holders of BK Notes promptly after the Expiration Date (such date, the “Consent Payment Date”).
The Consent Solicitation is conditioned upon certain conditions set forth in the Consent Solicitation Statement. ICE may generally waive any such condition, in its sole discretion, at any time with respect to the Consent Solicitation.
Consents of the holders of at least a majority in aggregate principal amount of the BK Notes must be obtained for the Proposed Amendments to the BK Notes and the BK Indenture to be effective (the “Requisite Consents”). The Consent Solicitation follows ICE’s receipt of a proposal from, and confidential negotiations with a representative of, certain existing holders of the BK Notes.
Upon or as soon as practical after receipt of the Requisite Consents (such time, the “Effective Time”), BK will execute a supplemental indenture (the “Supplemental Indenture”) to the BK Indenture in order to effect the Proposed Amendments, pursuant to which (a) the Reporting Covenant Proposed Amendment will become operative beginning on the Consent Payment Date (as defined below) and (b) the Other Proposed Amendments will become operative beginning on the date ICE completes the Private Exchange Offer (as defined below). At the Effective Time, the Requisite Consents will be effective as to all holders of BK Notes, whether or not such holders delivered a Consent or otherwise affirmatively objected to the Proposed Amendments. The Effective Time may be earlier than the Expiration Date.
Within 90 days following the Consent Payment Date, ICE will commence an exchange offer (the “Private Exchange Offer”) to exchange existing BK Notes for new senior notes issued by ICE (the “ICE Notes”), which shall have identical economic terms to the BK Notes, except that: (1) the ICE Notes will be redeemable at the option of ICE beginning June 1, 2028 at 100% of principal amount plus accrued and unpaid interest to the date of redemption and (2) prior to June 1, 2028, ICE may redeem the ICE Notes pursuant to the market convention make-whole mechanism. ICE, in its sole discretion, may commence the Private Exchange Offer as soon as the Requisite Consents are received. If the Private Exchange Offer is not commenced within 90 days of the Consent Payment Date, BK will be obligated to deliver a notice to the trustee and an executed supplemental indenture pursuant to Section 9.01 of the BK Indenture reinstating the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture no later than the 91st day after the Consent Payment Date (or if such day is not a business day, on the next succeeding business day).
If the Supplemental Indenture is executed and ICE commences the Private Exchange Offer, neither the Private Exchange Offer nor the ICE Notes offered thereby in exchange for the BK Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Consent Solicitation is being made only to and, if commenced, the Private Exchange Offer will be made only to the holders of BK Notes who are, and the ICE Notes will be offered for exchange only to, (1) 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 (2) a person or entity outside the United States that is not, and is not acting for the account or benefit of, a U.S. person (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and, in each case, if the holder is in the European Economic Area or the United Kingdom, such holder is a “non-U.S. qualified offeree.” Only holders of the BK Notes who properly complete and return an eligibility letter certifying they are within one of the foregoing categories of offerees will be authorized to receive and review the offering memorandum for the Private Exchange Offer and to participate in the Private Exchange Offer. This press release does not constitute an offer to sell or the solicitation of an offer to buy any ICE Notes or any other securities.
The Cash Consideration will be paid only to holders of BK Notes who validly deliver their Consents (and do not validly revoke such Consents) on or prior to the Expiration Date. There will be no additional fee payable to holders of the BK Notes in connection with the Private Exchange Offer, if commenced."
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Intercontinental Exchange, Inc. Announces Expiration of Exchange Offer for Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes due 2028 - 092174AA9 (144A) / U0921BAA6 (Reg S)
11 DECEMBER 2023
Full announcements, including disclaimers and restrictions available via Businesswire
"ATLANTA & NEW YORK--(BUSINESS WIRE)--Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today the expiration of the previously announced private exchange offer (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) made by ICE with respect to the 3.625% Senior Notes due 2028 (CUSIP: 092174AA9 / U0921BAA6) (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of ICE.
The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on December 8, 2023 (the “Expiration Date”). As of the Expiration Date, the condition that ICE receive the consents of the holders of at least a majority in aggregate principal amount of the BK Notes to adopt certain proposed amendments to the BK Notes and the related indenture under which they were issued was not satisfied. As a result, the BK Notes and the related indenture will remain outstanding with no changes to their terms. No BK Notes will be exchanged by ICE for any notes of ICE, and the BK Notes previously tendered in the Exchange Offer will be promptly returned to the tendering holders. No consideration will be paid or become payable to holders who validly tendered BK Notes in the Exchange Offer."
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Intercontinental Exchange, Inc. Announces Amendments to Private Exchange Offer and Consent Solicitation for Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes Due 2028 - 092174AA9 (144A) / U0921BAA6 (Reg S)
24 NOVEMBER 2023
Full announcements, including disclaimers and restrictions available via Businesswire
"ATLANTA & NEW YORK--(BUSINESS WIRE)--Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today amendments to its previously announced private exchange offer (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) with respect to the outstanding 3.625% Senior Notes due 2028 (the “BK Notes”) issued by Black Knight InfoServ, LLC (“BK”), a wholly owned subsidiary of ICE.
ICE will not make any further amendments to the terms and conditions of, or the consideration offered in, or any extensions of, the Exchange Offer and Consent Solicitation. If the Requisite Consent (as defined below) is not obtained by the earlier of (i) the Expiration Date (as defined below) and (ii) the termination of the Exchange Offer and Consent Solicitation, the terms of the BK Notes will remain unchanged and BK will continue to be bound by the reporting covenant and the other covenants in the indenture under which the BK Notes were issued (the “Original BK Indenture”).
The early tender deadline, which was originally scheduled to be 5:00 p.m., New York City time, on November 22, 2023 (the “Original Early Tender Deadline”), has been extended until the expiration date of the Exchange Offer and Consent Solicitation, which is 5:00 p.m., New York City time, on December 8, 2023, unless earlier terminated by ICE (such date and time, the “Expiration Date”). For Eligible Noteholders (as defined below) of the BK Notes who validly tendered their BK Notes by the Original Early Tender Deadline, the withdrawal deadline has been extended until 5:00 p.m., New York City time, on November 28, 2023, unless earlier terminated (the “Amended Withdrawal Deadline”). For Eligible Noteholders who did not validly tender (or who validly tendered but validly withdrew) their BK Notes prior to the Original Early Tender Deadline, the withdrawal deadline remains unchanged and has passed. As a result, any BK Notes tendered after the Original Early Tender Deadline and on or prior to the Expiration Date may not be withdrawn and the related consents delivered in the Consent Solicitation may not be revoked, except in certain limited circumstances where additional withdrawal rights are required by law.
ICE has also amended the cash consideration payable to Eligible Noteholders of the BK Notes who validly tender their BK Notes by the Expiration Date and do not (or are not eligible to) validly withdraw their BK Notes by the Amended Withdrawal Deadline (the “Cash Consideration”), such that the aggregate Cash Consideration will be $2,000,000, to be shared by all such tendering holders. Specifically, the Cash Consideration will be an amount per $1,000 principal amount of BK Notes validly tendered by the Expiration Date and not validly withdrawn by the Amended Withdrawal Deadline equal to the product of $2.00 multiplied by a fraction, the numerator of which is the aggregate principal amount of BK Notes outstanding as of the Expiration Date and the denominator of which is the aggregate principal amount of BK Notes validly tendered by the Expiration Date and not validly withdrawn by the Amended Withdrawal Deadline. As a result, the Cash Consideration for the BK Notes will range from $2.00 per $1,000 principal amount (if all Eligible Noteholders tender) to approximately $4.00 per $1,000 principal amount (if Eligible Noteholders of a simple majority of the aggregate principal amount of the BK Notes tender).
Accordingly, in exchange for each $1,000 principal amount of the BK Notes validly tendered by the Expiration Date and not validly withdrawn by the Amended Withdrawal Deadline, Eligible Noteholders will be eligible to receive ICE Notes in the principal amount of $1,000 and the Cash Consideration.
The amended exchange consideration is set forth below:"
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Intercontinental Exchange, Inc. Commences Private Exchange Offer and Consent Solicitation for Black Knight InfoServ LLC’s Outstanding 3.625% Senior Notes Due 2028 - 092174AA9 (144A) / U0921BAA6 (Reg S)
08 NOVEMBER 2023
Full announcements, including disclaimers and restrictions available via SEC
"ATLANTA & NEW YORK—(BUSINESS WIRE)—Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today that it is commencing a private exchange offer (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) with respect to the outstanding 3.625% Senior Notes due 2028 (the “BK Notes”) issued by Black Knight InfoServ, LLC (“BK”), 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”) and, for BK Notes tendered by the Early Tender Deadline (as defined below) and not validly withdrawn before the Withdrawal Deadline (as defined below), Cash Consideration (as defined below), in exchange for any and all of the $1 billion aggregate principal amount of the BK Notes held by eligible holders of BK Notes. In addition, pursuant to the Consent Solicitation, ICE is soliciting consents from eligible holders of BK Notes to amend the BK Notes and the related indenture under which they were issued (the “BK Indenture”) to eliminate certain of the covenants, restrictive provisions and events of default from the BK Indenture.
The following table sets forth the Total Exchange Consideration (as defined below) and the Exchange Consideration (as defined below) being offered for the BK Notes:"
(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) Per $1,000 principal amount of BK Notes validly tendered by the Early Tender Deadline and not validly withdrawn by the Withdrawal Deadline and accepted for exchange.
(3) Exchange Consideration does not include, and Eligible Noteholders tendering after the Early Tender Deadline will not be eligible to receive, any Cash Consideration. In addition, 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 tendered.
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