Intercontinental Exchange, Inc. Commences Private Exchange Offer for Black Knight InfoServ LLC’s Outstanding 3.625% Senior Notes due 2028
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”) having the same interest payment and maturity dates and interest rate as the BK Notes. For BK Notes tendered by the Early Tender Deadline (as defined below) and not validly withdrawn before the Withdrawal Deadline (as defined below), eligible holders of BK Notes will be eligible to receive the Early Tender Consideration (as defined below). For BK Notes tendered after the Early Tender Deadline but on or prior to the Expiration Date (as defined below), eligible holders of BK Notes will be eligible to receive the Exchange Consideration (as defined below).
The following table sets forth the Early Tender Consideration and the Exchange Consideration being offered for the BK Notes:
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Early Tender Consideration for BK Notes Tendered by the Early Tender Deadline and Not Withdrawn by the Withdrawal Deadline |
Exchange Consideration (2) for BK Notes Tendered After the Early Tender Deadline |
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Title of Series
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CUSIP No. of
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Aggregate
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ICE Notes to
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Principal Amount
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Principal Amount of
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3.625% Senior Notes due 2028 |
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092174AA9 (144A) / U0921BAA6 (Reg S) |
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3.625% Senior Notes due 2028 |
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(1) |
Principal amount of ICE Notes issued in exchange for each |
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(2) |
Exchange Consideration involves the issuance of |
The Exchange Offer is being made upon the terms and conditions set forth in an offering memorandum, dated
Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder exchanging BK Notes in the Exchange Offer will be eligible to receive, in exchange for the BK Notes validly tendered and not validly withdrawn, ICE Notes having the same interest payment and maturity dates and interest rate as the BK Notes. Eligible holders who validly tender their BK Notes by
The ICE Notes will be issued in minimum denominations of
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.
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
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
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Category: Corporate
SOURCE:
ICE-CORP
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ICE Media Contact:
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josh.king@ice.com
damon.leavell@ice.com
(212) 323-8587
media@ice.com
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katia.gonzalez@ice.com
(678) 981-3882
investors@ice.com
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