Intercontinental Exchange, Inc. Commences Private Exchange Offer for Black Knight InfoServ LLC’s Outstanding 3.625% Senior Notes due 2028 - Seite 2

3.625% Senior Notes due 2028

 

$1,000

 

$970

(1)		Principal amount of ICE Notes issued in exchange for each $1,000 principal amount of BK Notes validly tendered and accepted for exchange.
(2)		Exchange Consideration involves the issuance of $970 principal amount of ICE Notes, as opposed to $1,000 principal amount of ICE Notes, for each $1,000 principal amount of BK Notes validly tendered and accepted for exchange.

The Exchange Offer is being made upon the terms and conditions set forth in an offering memorandum, dated May 3, 2024 (the “Offering Memorandum”), copies of which will be made available to holders of the BK Notes eligible to participate in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on June 3, 2024, unless such date is extended or earlier terminated (such date and time, as they may be extended, the “Expiration Date”). Tenders of BK Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on May 16, 2024, unless extended or earlier terminated (such date and time, as they may be extended, the “Withdrawal Deadline”), but tenders not so validly withdrawn will be irrevocable after the Withdrawal Deadline, except in certain limited circumstances where additional withdrawal rights are required by law.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 Exchange Offer in its sole discretion, subject to the terms and conditions set forth in the Offering Memorandum.

Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder exchanging BK Notes in the Exchange Offer will be eligible to receive, in exchange for the BK Notes validly tendered and not validly withdrawn, ICE Notes having the same interest payment and maturity dates and interest rate as the BK Notes. Eligible holders who validly tender their BK Notes by 5:00 p.m., New York City time, on May 16, 2024 (such date and time, as they may be extended, the “Early Tender Deadline”), and do not validly withdraw their tendered BK Notes by the Withdrawal Deadline, will be eligible to receive, subject to the terms and conditions set forth in the Offering Memorandum, ICE Notes in the same principal amount as the BK Notes tendered and accepted for exchange (the “Early Tender Consideration”). Eligible holders who validly tender their BK Notes after the Early Tender Deadline but on or prior to the Expiration Date will be eligible to receive $970 principal amount of the ICE Notes per $1,000 principal amount of BK Notes validly tendered (the “Exchange Consideration”). Settlement of the Exchange Offer is expected to occur on or about June 5, 2024, unless ICE extends the Expiration Date or terminates the Exchange Offer. Interest on the ICE Notes will accrue from (and including) the last interest payment date on which interest was paid on the BK Notes, and, accordingly, no accrued interest will be paid on the settlement date in respect of BK Notes accepted for exchange, except with respect to cash paid in lieu of ICE Notes not delivered, as described below.