DESCRIPTION OF NOTES
General
Unless otherwise specified, for purposes of this
section, the terms ICE, we, us and our refer to Intercontinental Exchange, Inc. and not to any of its subsidiaries. The notes will be issued under an indenture (the Senior Indenture)
between us and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association, as trustee (the Trustee), and a supplemental indenture thereto (a Supplemental Indenture),
which together set forth the terms of the notes offered hereby. We refer to the Senior Indenture and the Supplemental Indenture collectively in this section as the Indenture and we refer to each person in whose name a note is registered
in the note register in this section as a holder and, collectively, as the holders.
The following is a summary of material
provisions of the Indenture. This summary does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (the TIA).
Principal, Maturity and Interest
Principal and Maturity
We will issue $750,000,000
initial aggregate principal amount of 5.250% Senior Notes due 2031 (the notes) in this offering.
The notes will mature on June 15, 2031.
Interest
Interest on the notes will accrue at the
rate of 5.250% per annum. Interest on the notes will be payable semi-annually in arrears on each June 15 and December 15 (each, an interest payment date), beginning on December 15, 2024, to the persons who are holders at the close
of business on the June 1 and December 1, whether or not a Business Day (as defined below), immediately preceding the applicable interest payment date. Interest on the notes will accrue from May 13, 2024. Interest on the notes will be computed on
the basis of a 360-day year composed of twelve 30-day months.
If any
interest payment date would otherwise be a day that is not a Business Day, the interest payment date will be postponed to the immediately succeeding day that is a Business Day, with the same force and effect as if made on that interest payment date
and no interest on such payment will accrue from and after such due date.
Interest on the notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from and including the issue date. If any redemption date, repurchase date or maturity date falls on a day that is not a Business Day, payment of interest, principal and premium, if any, with respect
to such notes will be made on the next Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. For this purpose, Business Day means any weekday that
is not a day on which banking institutions in New York City are authorized or obligated by law or regulation to be closed.
The notes will constitute a
new series under the Indenture. We may from time to time without notice to, or the consent of, any holder, create and issue additional series of notes under the Indenture. In addition, we may from time to time without notice to, or the consent of,
any holder, create and issue additional notes under the Indenture (additional notes) having the same terms as the notes, except for public offering price, issue date and, if applicable, the initial interest accrual date and first
interest payment date. To the extent we do so, any additional notes, together with the notes, will constitute a single series under the Indenture and will vote together as one
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