New Issue: Intercontinental Exchange prices $8 billion of notes in six parts

By Wendy Van Sickle

Columbus, Ohio, May 12 – Intercontinental Exchange Inc. priced $8 billion of senior notes (A3/A-) in six tranches on Thursday, according to an FWP filing with the Securities and Exchange Commission.

The company priced $1.25 billion of 3.65% three-year notes at 99.89 to yield 3.689% for a spread of 95 basis points over Treasuries.

A $1.5 billion tranche of 4% notes due Sept. 15, 2027 priced at 99.735 to yield 4.057%, or a 125 bps spread.

The company sold $1.25 billion of 4.35% notes due June 15, 2029 at 99.894 to yield 4.367%, or a 150 bps spread over Treasuries.

Intercontinental Exchange sold $1.5 billion of 4.6% notes due March 15, 2033 at 99.947 to yield 4.607% with a 175 bps over Treasuries spread.

The company priced $1.5 billion of 4.95% notes due June 15, 2052 at 98.61 to yield 5.04% with a spread over Treasuries of 200 bps.

In the final tranche, $1 billion of 5.2% 40-year notes were sold at 99.328 to yield 5.24% for a 220 bps over Treasuries spread.

BofA Securities, Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, MUFG, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC were the bookrunners for all series, with additional bookrunners BBVA Securities Inc. for the 2027 notes, BMO Capital Markets Corp. for the 2033 notes, Fifth Third Securities, Inc. for the 2029 notes, Mizuho Securities USA LLC for the 2052 notes and PNC Capital Markets LLC for the 2062 notes.

The company intends to use proceeds from the 2025, 2027, 2029 and 2062 notes, together with proceeds from the issuance of commercial paper or borrowings under its revolving credit agreement, cash on hand or other immediately available funds and borrowings under a new senior unsecured term loan facility, to finance the cash portion of the purchase price of its acquisition of Black Knight, Inc.

Proceeds from the 2033 and 2052 notes, together with cash on hand or other immediately available funds, will be used to redeem Intercontinental Exchange’s outstanding senior notes maturing in 2022 and 2023. Remaining proceeds from the 2033 and 2052 notes, if any, may be used for general corporate purposes, which may include paying down a portion of the company’s commercial paper.

Based in Atlanta, Intercontinental Exchange operates marketplaces and provides data services in the United States, United Kingdom, European Union, Canada and Singapore and offers technology and data solutions to the U.S. mortgage industry.

Issuer:	Intercontinental Exchange Inc.
Amount:	$8 billion
Description:	Senior notes
Bookrunners:	BofA Securities, Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, MUFG, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, BBVA Securities Inc. (for the 2027 notes), BMO Capital Markets Corp. (for the 2033 notes), Fifth Third Securities, Inc. (for the 2029 notes), Mizuho Securities USA LLC (for the 2052 notes) and PNC Capital Markets LLC (for the 2062 notes)
Senior co-managers:	BBVA Securities Inc. (for all series other than 2027 notes), BMO Capital Markets Corp. (for all series other than 2033 notes), Fifth Third Securities, Inc. (for all series other than 2029 notes), Mizuho Securities USA LLC (for all series other than 2052 notes) and PNC Capital Markets LLC (for all series other than 2062 notes)
Co-manager:	SG Americas Securities, LLC
Trustee:	Computershare Trust Co., NA
Counsel to issuer:	Sullivan & Cromwell LLP
Counsel to underwriters:	Davis Polk & Wardwell LLP
Trade date:	May 12
Settlement date:	May 23
Ratings:	Moody’s: A3
	S&P: A-
Distribution:	SEC registered
Three-year notes
Amount:	$1.25 billion
Maturity:	May 23, 2025
Coupon:	3.65%
Price:	99.89
Yield:	3.689%
Spread:	Treasuries plus 95 bps
Call:	Make-whole call at any time at Treasuries plus 15 bps
Special mandatory redemption:	If Black Knight acquisition is not consummated by May 4, 2023, subject to some extensions, issuer must redeem at 101 plus interest
Cusip:	45866FAT1
Five-year notes
Amount:	$1.5 billion
Maturity:	Sept. 15, 2027
Coupon:	4%
Price:	99.735
Yield:	4.057%
Spread:	Treasuries plus 125 bps
Call:	Make-whole call until Aug. 15, 2027 at Treasuries plus 20 bps, then a par call
Special mandatory redemption:	If Black Knight acquisition is not consummated by May 4, 2023, subject to some extensions, issuer must redeem at 101 plus interest
Cusip:	45866FAU8
Seven-year notes
Amount:	$1.25 billion
Maturity:	June 15, 2029
Coupon:	4.35%
Price:	99.894
Yield:	4.367%
Spread:	Treasuries plus 150 bps
Call:	Make-whole call until April 15, 2029 at Treasuries plus 25 bps, then a par call
Special mandatory redemption:	If Black Knight acquisition is not consummated by May 4, 2023, subject to some extensions, issuer must redeem at 101 plus interest
Cusip:	45866FAV6
2033 notes
Amount:	$1.5 billion
Maturity:	March 15, 2033
Coupon:	4.6%
Price:	99.947
Yield:	4.607%
Spread:	Treasuries plus 175 bps
Call:	Make-whole call until Dec. 15, 2032 at Treasuries plus 30 bps, then a par call
Cusip:	45866FAW4
30-year notes
Amount:	$1.5 billion
Maturity:	June 15, 2052
Coupon:	4.95%
Price:	98.61
Yield:	5.04%
Spread:	Treasuries plus 200 bps
Call:	Make-whole call until Dec. 15, 2051 at Treasuries plus 30 bps, then a par call
Cusip:	45866FAX2
40-year notes
Amount:	$1 billion
Maturity:	June 15, 2062
Coupon:	5.2%
Price:	99.328
Yield:	5.24%
Spread:	Treasuries plus 220 bps
Call:	Make-whole call until Dec. 15, 2061 at Treasuries plus 35 bps, then a par call
Special mandatory redemption:	If Black Knight acquisition is not consummated by May 4, 2023, subject to some extensions, issuer must redeem at 101 plus interest
Cusip:	45866FAY0

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