On August 20, 2020, Intercontinental Exchange, Inc. (“ICE”) completed the public offering and issuance of $1,250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 0.700% Senior Notes due 2023 (the “2023 Notes”), $1,500,000,000 aggregate principal amount of its 1.850% Senior Notes due 2032 (the “2032 Notes”), $1,250,000,000 aggregate principal amount of its 2.650% Senior Notes due 2040 (the “2040 Notes”) and $1,500,000,000 aggregate principal amount of its 3.000% Senior Notes due 2060 (the “2060 Notes” and, together with the Floating Rate Notes, the 2023 Notes, the 2032 Notes and the 2040 Notes, the “Notes”).
The Notes were sold pursuant to an Underwriting Agreement, dated August 17, 2020 (the “Underwriting Agreement”), among ICE and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters named therein. The Notes were offered and sold pursuant to ICE’s automatic shelf registration statement on Form S-3 (File No. 333-223502) and the prospectus included therein, filed with the Securities and Exchange Commission on March 7, 2018, and supplemented by the prospectus supplement dated August 17, 2020. The Notes were issued under the Indenture, dated as of August 13, 2018 (the “Indenture”), between ICE and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of August 20, 2020 (the “Supplemental Indenture”), between ICE and the Trustee.
ICE received approximately $6.43 billion in net proceeds, after underwriting discounts and commissions and before offering expenses, from the sale of the Notes. ICE intends to use the net proceeds from the offering of the Notes, together with the issuance of commercial paper and/or borrowings under its revolving credit facility and borrowings under a new senior unsecured term loan facility, to finance the cash portion of the purchase price for Ellie Mae Intermediate Holdings I, Inc. and its indirect wholly owned subsidiary, Ellie Mae, Inc., under the terms of the stock purchase agreement, which was announced on August 6, 2020.
The foregoing description of the Underwriting Agreement and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Supplemental Indenture (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1 and 4.1 hereto, respectively.