Intercontinental Exchange, Inc. (NYSE: ICE) (“ICE”) announced today that it is commencing a consent solicitation (the “Consent Solicitation”) with respect to the outstanding 3.625% Senior Notes due 2028 (CUSIP Nos. 092174AA9 (144A) and U0921BAA6 (Reg S)) (the “BK Notes”) issued by Black Knight InfoServ, LLC (“BK”), a wholly owned subsidiary of ICE. Pursuant to the Consent Solicitation, ICE is soliciting consents (the “Consents”) from each holder of the BK Notes to amend the BK Notes and the related indenture under which they were issued (the “BK Indenture”) to eliminate (a) 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 (b) 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 is being made upon the terms and conditions set forth in a consent solicitation statement, dated February 20, 2024 (the “Consent Solicitation Statement”), copies of which will be made available to holders of the BK Notes. The Consent Solicitation will expire at 5:00 p.m., New York City time, on February 28, 2024, unless extended or earlier terminated by ICE in its sole discretion (such date and time, as they may be extended or earlier terminated, the “Expiration Date”). Consents may be revoked at any time on or prior to the earlier of (i) 5:00 p.m., New York City time, on February 28, 2024, and (ii) the date on which the Consents required to approve the Proposed Amendments are received, unless extended by ICE in its sole discretion (such date and time, as they may be extended, the “Withdrawal Deadline”), but delivered Consents not so validly withdrawn will be irrevocable after the Withdrawal Deadline, except in certain limited circumstances where additional withdrawal rights are required by law. ICE reserves the right to terminate, withdraw, amend or extend the Consent Solicitation in its sole discretion, subject to the terms and conditions set forth in the Consent Solicitation Statement.

Subject to the terms and conditions set forth in the Consent Solicitation Statement, ICE will pay all holders of BK Notes who validly deliver their Consents (and do not validly revoke such Consents) on or prior to the Expiration Date an amount in cash (the “Cash Consideration”), such that the aggregate Cash Consideration will be $2,500,000, to be allocated pro rata among all such consenting holders. For each $1,000 principal amount of BK Notes for which Consents were validly delivered and not validly withdrawn by the Expiration Date, the Cash Consideration will equal the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of BK Notes outstanding as of the Expiration Date and the denominator of which is the aggregate principal amount of BK Notes for which Consents were validly delivered and not validly withdrawn by the Expiration Date. As a result, the Cash Consideration will range from $2.50 per $1,000 principal amount (if holders of all outstanding BK Notes consent) to approximately $5.00 per $1,000 principal amount (if holders of a simple majority of the aggregate principal amount of the BK Notes consent). ICE’s obligation to accept Consents and to pay the Cash Consideration is subject to and contingent upon the satisfaction or waiver of certain conditions set forth in the Consent Solicitation Statement. ICE will pay the Cash Consideration to the holders of BK Notes promptly after the Expiration Date (such date, the “Consent Payment Date”).

The Consent Solicitation is conditioned upon certain conditions set forth in the Consent Solicitation Statement. ICE may generally waive any such condition, in its sole discretion, at any time with respect to the Consent Solicitation.

Consents of the holders of at least a majority in aggregate principal amount of the BK Notes must be obtained for the Proposed Amendments to the BK Notes and the BK Indenture to be effective (the “Requisite Consents”). The Consent Solicitation follows ICE’s receipt of a proposal from, and confidential negotiations with a representative of, certain existing holders of the BK Notes.

Upon or as soon as practical after receipt of the Requisite Consents (such time, the “Effective Time”), BK will execute a supplemental indenture (the “Supplemental Indenture”) to the BK Indenture in order to effect the Proposed Amendments, pursuant to which (a) the Reporting Covenant Proposed Amendment will become operative beginning on the Consent Payment Date (as defined below) and (b) the Other Proposed Amendments will become operative beginning on the date ICE completes the Private Exchange Offer (as defined below). At the Effective Time, the Requisite Consents will be effective as to all holders of BK Notes, whether or not such holders delivered a Consent or otherwise affirmatively objected to the Proposed Amendments. The Effective Time may be earlier than the Expiration Date.

Within 90 days following the Consent Payment Date, ICE will commence an exchange offer (the “Private Exchange Offer”) to exchange existing BK Notes for new senior notes issued by ICE (the “ICE Notes”), which shall have identical economic terms to the BK Notes, except that: (1) the ICE Notes will be redeemable at the option of ICE beginning June 1, 2028 at 100% of principal amount plus accrued and unpaid interest to the date of redemption and (2) prior to June 1, 2028, ICE may redeem the ICE Notes pursuant to the market convention make-whole mechanism. ICE, in its sole discretion, may commence the Private Exchange Offer as soon as the Requisite Consents are received. If the Private Exchange Offer is not commenced within 90 days of the Consent Payment Date, BK will be obligated to deliver a notice to the trustee and an executed supplemental indenture pursuant to Section 9.01 of the BK Indenture reinstating the covenant to furnish certain reports, documents and information to holders of the BK Notes and the trustee under the BK Indenture no later than the 91st day after the Consent Payment Date (or if such day is not a business day, on the next succeeding business day).

If the Supplemental Indenture is executed and ICE commences the Private Exchange Offer, neither the Private Exchange Offer nor the ICE Notes offered thereby in exchange for the BK Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Consent Solicitation is being made only to and, if commenced, the Private Exchange Offer will be made only to the holders of BK Notes who are, and the ICE Notes will be offered for exchange only to, (1) 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 (2) a person or entity outside the United States that is not, and is not acting for the account or benefit of, a U.S. person (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and, in each case, if the holder is in the European Economic Area or the United Kingdom, such holder is a “non-U.S. qualified offeree.” Only holders of the BK Notes who properly complete and return an eligibility letter certifying they are within one of the foregoing categories of offerees will be authorized to receive and review the offering memorandum for the Private Exchange Offer and to participate in the Private Exchange Offer. This press release does not constitute an offer to sell or the solicitation of an offer to buy any ICE Notes or any other securities.

The Cash Consideration will be paid only to holders of BK Notes who validly deliver their Consents (and do not validly revoke such Consents) on or prior to the Expiration Date. There will be no additional fee payable to holders of the BK Notes in connection with the Private Exchange Offer, if commenced.

The Consent Solicitation is being made to all holders of BK Notes. Holders of BK Notes who desire a copy of the Consent Solicitation Statement should contact D.F. King & Co., Inc., the information and tabulation agent for the Consent Solicitation, at (800) 714-3306 or at ice-blackknight@dfking.com. Banks and brokers should call (212) 269-5550 or email ice-blackknight@dfking.com.

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 the delivery of their Consents in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke the delivery of their Consents in the Consent Solicitation before the deadlines specified herein and in the Consent Solicitation Statement. The deadlines set by each clearing system for the submission and withdrawal of Consents will also be earlier than the relevant deadlines specified herein and in the Consent Solicitation Statement.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting 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).

Disclaimer

The Consent Solicitation is being made only pursuant to the Consent Solicitation Statement. The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement. The Consent Solicitation Statement will be distributed only to holders of BK Notes. None of ICE, its directors or officers, the solicitation agents, the information and tabulation agent, the trustee for the BK Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should deliver Consents to the Proposed Amendments in the Consent Solicitation.

The Consent Solicitation Statement 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 Securities and Exchange Commission nor any other regulatory body has passed upon the accuracy or adequacy of the Consent Solicitation Statement.

About Intercontinental Exchange

Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE’s Securities and Exchange Commission (SEC) filings, including, but not limited to, ICE’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024. We caution 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, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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