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Intercontinental Exchange, Inc. - Exchange and Consent - Launch

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new notes (the “ICE Notes”) and, for BK Notes tendered by the Early Tender Deadline (as defined below) and not validly withdrawn before the Withdrawal Deadline (as defined below), Cash Consideration (as defined below), in exchange for any and all of the $1 billion aggregate principal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(2) Per $1,000 principal amount of BK Notes validly tendered by the Early Tender Deadline and not validly withdrawn by the Withdrawal Deadline and accepted for exchange.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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