Intercontinental Exchange 8-K

Summary

Acquisition financing for ICE’s pending MarketAxess acquisition. ICE issued senior unsecured notes and added a delayed-draw term loan and acquisition-specific revolving commitments; the $6.2B bridge commitments were reduced to zero.

Key Figures

• Senior unsecured notes: $3.73B gross proceeds; the filing does not state their coupon or maturity.
• Revolving credit facility: $3.9B total commitments remain unchanged. Consenting lenders with $3.67B of commitments extended maturity to 8/20/2031; the facility includes $1.5B of MarketAxess commitments for acquisition financing, refinancing MarketAxess debt and related costs. Term SOFR margins are 0.750%–1.375% (0.875%–1.500% for non-consenting lenders, plus a 10 bp credit spread adjustment); base-rate margins are 0%–0.375% (up to 0.500% for non-consenting lenders).
• Delayed-draw term loan: $2.0B principal commitment, with no required amortization and maturity 24 months after funding. Proceeds may fund acquisition consideration, refinance MarketAxess debt, pay transaction costs, and support working capital and general corporate purposes. Term SOFR margins are 0.625%–1.250%; base-rate margins are 0%–0.250%.
• Bridge facility: $6.2B of commitments permanently reduced to $0 following the notes issuance and the term-loan and revolving-commitment arrangements.

Investor Takeaways

• The next milestone is completion of the pending MarketAxess acquisition and any related funding under the new facilities.