INTERCONTINENTAL EXCHANGE, INC. (NYSE:ICE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Amended Revolving Credit Facility
On April3, 2014, Intercontinental Exchange, Inc. (the “Company”), as parent borrower, and its subsidiary ICE Europe Parent Limited (“ICE Europe”), as subsidiary borrower, entered into a senior unsecured revolving credit facility (as amended through November13, 2015, the “Credit Facility”) with $3.4 billion commitments available thereunder to a credit agreement with Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America, N.A., as syndication agent, and the lenders party thereto (such credit agreement as amended by the First Amendment to Credit Agreement, dated as of May15, 2015, the Second Amendment to Credit Agreement, dated as of November9, 2015, and the Third Amendment to Credit Agreement, dated as of November13, 2015, the “Credit Agreement”).
On August18, 2017, the Company agreed with the lenders under the Credit Facility to amend the terms of the Credit Facility to the Fourth Amendment to Credit Agreement to make certain changes, including (i)eliminating the step-up in the commitment fee ratings-based grid that was scheduled to take effect in April 2019, (ii)removing ICE Europe as a party to the Credit Agreement and (iii)removing the guaranty by the Company in respect of ICE Europe.
On August18, 2017, to the Fifth Amendment to Credit Agreement, the Company agreed with the lenders to (i)increase the maximum leverage ratio to 3.50:1.00 and (ii)up to two times, increase the maximum leverage ratio from 3.50:1.00 to 4.00:1.00 for a period of one year following a material acquisition. to the Fifth Amendment to Credit Agreement, the Company also agreed with a majority of the lenders under the Credit Facility to extend the maturity date thereunder with respect to such lenders.
The Credit Facility, as amended as described in the two immediately preceding paragraphs is referred to herein as the “Amended Credit Facility.”
The Amended Credit Facility provides for a $3.4 billion multi-currency revolving facility, with sub-limits for non-dollar borrowings and letters of credit and with a swing-line facility available on same day basis. The Amended Credit Facility includes an option for the Company to propose an increase in the aggregate amount available for borrowing by up to $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. With respect to a majority of the lenders, the Amended Credit Facility matures on August18, 2022. With respect to the remaining lenders, the Amended Credit Facility matures on November13, 2020 and accordingly, the commitments available under the Credit Facility will reduce to $3.2 billion on November13, 2020. Amounts borrowed under the Amended Credit Facility may be prepaid at any time without premium or penalty. Borrowings under the Amended Credit Facility bear interest at LIBOR or a base rate, at the borrower’s option, plus an applicable ratings-based margin ranging from 0.875% to 1.50% on the LIBOR loans and from 0.00% to 0.50% for the base rate loans.
The amounts available under the Amended Credit Facility are available to the Company to use for working capital and general corporate purposes including, but not limited to, acting as a backstop to the amounts issued under the Company’s commercial paper program. The Amended Credit Facility contains customary representations and warranties, covenants and events of default, including a leverage ratio, as well as limitations on liens on the assets of the Company or its subsidiaries, indebtedness of non-obligor subsidiaries, the sale of all or substantially all of the assets of the Company and its subsidiaries, and other matters.
The foregoing description of the Fourth Amendment to Credit Agreement and the Fifth Amendment to Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment to Credit Agreement and the Fifth Amendment to Credit Agreement, which are filed or incorporated by reference as Exhibits 10.1 and 10.2 hereto, respectively.
Item 1.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 10.1 | The Fourth Amendment, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, and the Third Amendment to Credit Agreement, dated as of November 13, 2015). |
| 10.2 | The Fifth Amendment, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015 and the Fourth Amendment to Credit Agreement, dated as of August 18, 2017). |
Intercontinental Exchange, Inc. ExhibitEX-10.1 2 d446375dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),…To view the full exhibit click here
