Intercontinental Exchange seeks consents for Black Knight 2028 notes

By Marisa Wong

Los Angeles, Feb. 20 – Intercontinental Exchange, Inc. (ICE) has begun a consent solicitation with respect to the outstanding 3.625% senior notes due 2028 (Cusip: 092174AA9, U0921BAA6) issued by wholly owned subsidiary Black Knight InfoServ, LLC, according to a Tuesday press release.

ICE is soliciting consents to amend the Black Knight notes’ indenture to eliminate the covenant to furnish certain reports, documents and information to holders of the notes and the trustee and substantially all of the other restrictive covenants and all of the events of default, other than payment-related and guarantee-related events of default.

Consents of holders of a majority in aggregate principal amount of the notes must be obtained for the proposed amendments to be effective.

The consent solicitation follows ICE’s receipt of a proposal from, and confidential negotiations with a representative of, some existing holders of the Black Knight notes.

The consent solicitation will expire at 5 p.m. ET on Feb. 28.

Consents may be revoked at any time on or prior to the earlier of the expiration time and the date on which the consents required to approve the proposed amendments are received.

ICE will pay all holders who deliver consents an amount in cash such that the aggregate cash consideration will be $2.5 million, to be allocated pro rata among all such consenting holders. As a result, the cash consideration will range from $2.50 per $1,000 principal amount (if holders of all outstanding notes consent) to about $5.00 per $1,000 principal amount (if holders of a simple majority of the aggregate principal amount of the notes consent).

Payment of the cash consideration is subject to some conditions and will be made promptly after the expiration of the consent solicitation.

Within 90 days following the consent payment date, ICE will commence an exchange offer to exchange existing Black Knight notes for new senior notes issued by ICE, which will have identical economic terms to the Black Knight notes, except that the ICE notes will be callable at par beginning June 1, 2028 and callable at a make-whole price prior to June 1, 2028.

There will be no additional fee payable to holders of the Black Knight notes in connection with the private exchange offer.

ICE may, at its discretion, launch the private exchange offer as soon as the required consents are received. If the company does not begin the private exchange offer within 90 days of the consent payment date, Black Knight will be obligated to deliver a notice to the trustee and an executed supplemental indenture reinstating the covenant to furnish certain reports, documents and information to noteholders and the trustee no later than the 91st day after the consent payment date.

The consent solicitation and, if initiated, the private exchange offer are being made to eligible holders under Rule 144A and Regulation S.

The information and tabulation agent is D.F. King & Co., Inc. (800 714-3306 or (for banks and brokers) 212 269-5550; ice-blackknight@dfking.com).

Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452), J.P. Morgan Securities LLC (866 834-4666 or 212 834-4087) and Wells Fargo Securities, LLC (704 410-4235 or 866 309-6316) are solicitation agents for the consent solicitation.

Atlanta-based financial technology company ICE operates exchanges and clearing houses.

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