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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/18/20 Intercontinental Exchange, Inc. 8-K:1,9 8/14/20 11:353K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 36K 2: EX-10.1 Material Contract HTML 77K 7: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2028854d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- ice-20200814_lab XML 96K 5: EX-101.PRE XBRL Presentations -- ice-20200814_pre XML 64K 3: EX-101.SCH XBRL Schema -- ice-20200814 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-20-096545-xbrl Zip 28K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i August 14, 2020
i INTERCONTINENTAL EXCHANGE, INC.
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 001-36198 | i 46-2286804 |
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification Number) |
i 5660 New Northside Drive, i Third Floor, i Atlanta, i Georgia i 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: ( i 770) i 857-4700
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| i Common Stock, $0.01 par value per share | i ICE | i New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
Item 1.01 Entry into a Material Definitive Agreement.
Amended Revolving Credit Facility
Intercontinental Exchange, Inc. (the “Company”) is a party to that certain Credit Agreement, dated as of April 3, 2014 (as amended by (i) the First Amendment to Credit Agreement, dated as of May 15, 2015, (ii) the Second Amendment to Credit Agreement, dated as of November 9, 2015, (iii) the Third Amendment to Credit Agreement, dated as of November 13, 2015, (iv) the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, (v) the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, and (vi) the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the “Existing Revolving Credit Agreement”), among the Company, as borrower, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, providing for a senior unsecured revolving credit facility in the aggregate principal amount of $3.4 billion.
In connection with the pending acquisition (the “Ellie Mae Acquisition”) by the Company of Ellie Mae Intermediate Holdings I, Inc., a Delaware corporation (“Ellie Mae”), pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated as of August 6, 2020 (the “Ellie Mae Acquisition Agreement”), among the Company, Ellie Mae and Ellie Mae Parent, LP, a Delaware limited partnership, which was previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 7, 2020, the Company agreed on August 14, 2020, with the lenders under the Existing Revolving Credit Agreement to amend the terms of the Existing Revolving Credit Agreement (the “Seventh Amendment”) to make certain changes, including (i) increasing the ratio level in the maximum total leverage ratio covenant from 3.50:1.00 to (x) 4:50:1.00 for each of the four fiscal quarters immediately following the consummation of the Ellie Mae Acquisition and (y) 4.00:1.00 for each of the four fiscal quarters thereafter, before reverting back to a ratio level of 3:50:1.00, and (ii) modifying the conditions precedent so that, as a one-time event, the Company is permitted to make a single borrowing in a principal amount not to exceed the aggregated unutilized commitments at such time solely for the purpose of (x) financing a portion of the cash consideration to be paid by the Company to consummate the Ellie Mae Acquisition, (y) refinancing all or a portion of the existing indebtedness of Ellie Mae and its subsidiaries, and/or (z) paying fees, costs, commissions and expenses in connection with the Ellie Mae Acquisition and related transactions, subject to only those conditions precedent set forth therein for such single borrowing.
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
C:
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss our future expectations or state other “forward-looking” information. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. The Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.
Forward-looking statements include, but are not limited to, statements about the benefits of the Ellie Mae Acquisition, including future financial results, the Company’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, the expected form and timing of debt financing to fund the Ellie Mae Acquisition and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company’s filings with the SEC. These risks and uncertainties include, without limitation, the following: the inability to close the Ellie Mae Acquisition in a timely manner; the failure to satisfy conditions to completion of the Ellie Mae Acquisition, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; the possibility that any of the anticipated benefits of the proposed transaction will not be realized; the risk that integration of Ellie Mae’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the transaction on the Company’s or the combined company’s respective business relationships, operating results and business generally; the possibility that the anticipated synergies and cost savings of the Ellie Mae Acquisition will not be realized, or will not be realized within the expected time period; the possibility that the Ellie Mae Acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the Company’s ability to complete the contemplated financings on a timely basis, on favorable terms or at all; general competitive, economic, political and market conditions and fluctuations; the impacts of the COVID-19 pandemic on the Company’s business, results of operations and financial condition as well as the broader business environment; actions taken or conditions imposed by the United States and foreign governments or regulatory authorities; and adverse outcomes of pending or threatened litigation or government investigations. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the Company’s SEC filings, including, but not limited to, the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 6, 2020, and the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the SEC on July 30, 2020. These filings are available in the Investors section of the Company’s website. The Company cautions you not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made. Except for any obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCONTINENTAL EXCHANGE, INC. | |||
| Date: August 18, 2020 | By: | /s/ Andrew J. Surdykowski | |
| Andrew J. Surdykowski | |||
| General Counsel | |||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/18/20 | FWP | ||
| For Period end: | 8/14/20 | 4 | ||
| 8/7/20 | 4, 8-K | |||
| 8/6/20 | 8-K | |||
| 7/30/20 | 10-Q, 8-K | |||
| 6/30/20 | 10-Q, 4 | |||
| 2/6/20 | 10-K, 8-K | |||
| 12/31/19 | 10-K | |||
| 8/9/18 | 8-K | |||
| 8/18/17 | 8-K | |||
| 11/13/15 | 8-K | |||
| 11/9/15 | 8-K | |||
| 5/15/15 | 8-K, DEF 14A, PRE 14A | |||
| 4/3/14 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Intercontinental Exchange, Inc. 10-K/A 12/31/23 17:389K Donnelley … Solutions/FA 2/08/24 Intercontinental Exchange, Inc. 10-K 12/31/23 139:26M 3/24/23 Intercontinental Exchange, Inc. 10-K/A 12/31/22 17:368K Donnelley … Solutions/FA 3/15/23 Intercontinental Exchange, Inc. 10-K/A 12/31/22 18:1.6M Donnelley … Solutions/FA 2/02/23 Intercontinental Exchange, Inc. 10-K 12/31/22 137:27M 2/03/22 Intercontinental Exchange, Inc. 10-K 12/31/21 133:28M 2/04/21 Intercontinental Exchange, Inc. 10-K 12/31/20 135:28M 11/05/20 Intercontinental Exchange, Inc. 424B7 1:336K Donnelley … Solutions/FA 10/29/20 Intercontinental Exchange, Inc. 10-Q 9/30/20 89:15M 9/10/20 Intercontinental Exchange, Inc. 424B7 1:331K Donnelley … Solutions/FA 9/08/20 Intercontinental Exchange, Inc. 424B7 1:299K Donnelley … Solutions/FA |