Intercontinental Exchange ups facility to $6.3 billion, slashes bridge

By William Gullotti

Buffalo, N.Y., June 1 – Intercontinental Exchange, Inc. entered into its 12th amendment to its amended and restated credit agreement, providing for a $3.9 billion revolver, signed a $2.4 billion delayed-draw term facility and terminated the majority of its bridge facility commitments, according to an 8-K filing with the Securities and Exchange Commission.

Both credit facilities were signed May 25 with Wells Fargo Bank, NA as administrative agent, were related to the company’s pending acquisition of Black Knight, Inc. and were factors in the bridge commitment terminations.

Amended revolver

The revolver amendments upped the facility’s size to $3.9 billion from $3,775,000,000 and extended the maturity date to May 25, 2027 from Oct. 15, 2026.

The revolver also features a $1 billion accordion, subject to lender approval.

Borrowings will have interest based on SOFR plus a margin ranging from 87.5 basis points to 150 bps plus an additional 10 bps spread adjustment. The company will also pay a commitment fee ranging from 8 bps to 20 bps on the unused portion of the revolver.

Margins and fee rates are determined by the company’s debt rating as determined by Moody’s Investors Service and S&P Global Ratings.

The facility also includes a leverage ratio maintenance covenant with conditions connected to, and/or independent of, the company’s pending acquisition.

The revolver may be prepaid at any time without premium or penalty.

Wells Fargo is also a swingline lender with Bank of America, NA and JPMorgan Chase Bank, NA.

BofA and JPMorgan are also co-syndication agents with Bank of China, New York Branch and MUFG Bank, Ltd.

Citibank, NA, Credit Suisse AG, New York Branch, Banco Bilbao Vizcaya Argentaria, SA New York Branch, Bank of Montreal, Fifth Third Bank, NA, Goldman Sachs Bank USA, Mizuho Bank, Ltd. and PNC Bank, NA are the co-documentation agents.

Proceeds from the revolver will be used 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.

Term loan credit facility

The new $2.4 billion delayed-draw term loan facility is directly connected to the company’s pending acquisition and has a two-year tenor.

Each drawdown will bear interest at SOFR plus 10 bps plus a margin ranging from 62.5 bps to 112.5 bps. The company will also pay a commitment fee ranging from 8 bps to 20 bps prior to closing of the acquisition. Margins and fees on the term facility will also be determined by the company’s debt rating as specifically determined by Moody’s and S&P.

The facility has no required amortization and may be prepaid without premium or penalty.

Bank of America, NA and Goldman Sachs Bank USA are the co-syndication agents.

Citibank, NA, Credit Suisse AG, New York Branch, MUFG Bank Ltd. and PNC Bank NA are the co-documentation agents.

Proceeds from the term facility are expected to be used to finance a portion of the cash purchase price and pay associated fees for the aforementioned acquisition, to refinance some or all of Black Knight’s existing debt, to provide working capital and for other general corporate purposes.

Bridge facility terminations

In connection with the above facilities and Intercontinental Exchange’s previously reported six-part $8 billion offering of notes, the company permanently reduced the commitments of its 364-day bridge facility on May 25 to $1.8 billion from $14 billion.

The original bridge facility was signed on May 6, in connection with the Black Knight acquisition, with Wells Fargo Bank, NA, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.

Intercontinental Exchange is an Atlanta-based operator of exchanges and clearing houses and provider of data and listings services.

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