Exhibit 99.1
Intercontinental Exchange, Inc. Announces Expiration of Consent Solicitation and Receipt of Requisite Consents Relating to Black Knight InfoServ, LLC’s Outstanding 3.625% Senior Notes due 2028
February 28, 2024
ATLANTA & NEW YORK—(BUSINESS WIRE)—Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today the expiration and results of the previously announced consent solicitation (the “Consent Solicitation”) made by ICE with respect to the 3.625% Senior Notes due 2028 (CUSIP Nos. 092174AA9 (144A) and U0921BAA6 (Reg S)) (the “BK Notes”) issued by Black Knight InfoServ, LLC, a wholly owned subsidiary of ICE, to amend the terms of the BK Notes and the related indenture under which they were issued (the “BK Indenture”).
Pursuant to the Consent Solicitation, ICE solicited consents (the “Consents”) from each eligible holder of the BK Notes to amend the BK Notes and the BK Indenture to eliminate (i) the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture (the “Reporting Covenant Proposed Amendment”) and (ii) substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default (the “Other Proposed Amendments” and, together with the Reporting Covenant Proposed Amendment, the “Proposed Amendments”).
The Consent Solicitation expired at 5:00 p.m., New York City time, today (the “Expiration Date”). As of the Expiration Date, the Company has been advised by D.F. King & Co., Inc., the information and tabulation agent for the Consent Solicitation, that Consents of the holders of more than a majority in aggregate principal amount of the BK Notes were validly delivered and not validly revoked, as required under the BK Indenture to approve the Proposed Amendments, representing approximately 95% of the $1 billion total outstanding principal amount of the BK Notes. ICE will pay the holders of BK Notes whose consents were validly delivered and not validly revoked prior to the Expiration Date aggregate cash consideration of $2,500,000, or approximately $2.64 per $1,000 principal amount of BK Notes, as early as February 29, 2024, subject to the terms and conditions described in the Consent Solicitation Statement.
As a result of receiving the requisite consents to the Proposed Amendments to the Indenture, on February 28, 2024, BK entered into a First Supplemental Indenture (the “Supplemental Indenture”) to the BK Indenture. The Supplemental Indenture was effective upon execution. The Reporting Covenant Proposed Amendment will take effect when ICE deposits with the Depository Trust Company the amount of cash necessary to pay the cash consideration to each holder whose consents were validly delivered and not validly revoked prior to the Expiration Date. The Other Proposed Amendments will take effect on the date ICE completes a private exchange offer to exchange existing BK Notes for new senior notes issued by ICE.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as solicitation agents for the Consent Solicitation. Any persons with questions regarding the Consent Solicitation should contact Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect); J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4087 (collect); or Wells Fargo Securities, LLC at (704) 410-4235 (collect) or (866) 309-6316 (toll free).
