INTERCONTINENTAL EXCHANGE, INC. (NYSE:ICE) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On October 24, 2017, Intercontinental Exchange, Inc. (“ICE”) issued a press release announcing that it had entered into an Asset Purchase Agreement (the “BondPoint Agreement”) with Virtu Financial LLC and certain of its affiliates (“Virtu”) to which ICE has agreed to acquire specified assets and to assume specified liabilities constituting Virtu’s BondPoint division and credit trading venue (“BondPoint”). BondPoint is a provider of electronic fixed income trading solutions for the buy-side and sell-side offering access to centralized liquidity and automated trade execution services.
The purchase price payable by ICE at the closing of the transaction is four hundred million dollars ($400,000,000) in cash, subject to a customary adjustment for working capital of BondPoint. The consummation of the transaction is subject to the satisfaction of customary closing conditions and the receipt of certain regulatory clearances, including from the Financial Industry Regulatory Authority, Inc. and the Municipal Securities Rulemaking Board, along with the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The BondPoint Agreement contains customary representations, warranties, covenants and indemnification provisions. In addition, the parties have agreed to execute a transition services agreement simultaneously with the closing of the transaction. The transaction is expected to close in the first quarter of 2018.
A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1Press Release dated October 24, 2017
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Forward-Looking Statements – Certain statements in this Current Report on Form 8-K may contain forward-looking information regarding ICE’s business that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those set forth in the forward-looking statement. For a discussion of such risks and uncertainties, see ICE’s Securities and Exchange Commission filings, including, but not limited to, the risk factors in ICE’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on February 7, 2017.
Intercontinental Exchange, Inc. ExhibitEX-99.1 2 tv477630_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercontinental Exchange Announces Agreement to Acquire Virtu BondPoint ATLANTA & NEW YORK,…To view the full exhibit click here