Intercontinental Exchange, Inc. - Exchange and Consent - Amendments

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any BK Notes tendered after the Original Early Tender Deadline and on or prior to the Expiration Date may not be withdrawn and the related consents delivered in the Consent Solicitation may not be revoked, except in certain limited circumstances where additional withdrawal rights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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