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IntercontinentalExchange, noteholders amend 2011 agreement ahead of NYSE Euronext merger
By Lisa Kerner
Charlotte, N.C., Oct. 1 - IntercontinentalExchange, Inc. (ICE), IntercontinentalExchange Group, Inc. (ICE Group) and the holders of ICE's outstanding 4.13% senior notes, tranche A, due Nov. 9, 2018 and 4.69% senior notes, tranche B, due Nov. 9, 2021 entered into a first amendment and waiver agreement to their Nov. 9, 2011 note purchase agreement.
The amendment and waiver was entered into on Friday in connection with ICE's previously announced acquisition of NYSE Euronext through a series of merger transactions. Once the merger is completed, ICE and NYSE Euronext will become direct, wholly owned subsidiaries of ICE Group, according to an 8-K filing with the Securities and Exchange Commission.
Among other changes, the amendment and waiver will elevate reporting and financial covenants to ICE Group and its consolidated subsidiaries and add ICE Group and the successor to NYSE Euronext as guarantors of the private notes following the merger.
The noteholders agreed to waive certain rights, including the right to require the notes be prepaid in connection with the merger and the right to at least 30 days of advance notice in the event of an optional prepayment by ICE under certain circumstances.
In addition, the holders also agreed to consent to the issuance of debt securities by ICE or a subsidiary of ICE prior to the consummation of the merger. If ICE Group issues at least $1 billion of such debt securities, ICE is required within five business days following the debt issuance to prepay all of the notes at 100% of the principal amount plus interest and a make-whole amount.
IntercontinentalExchange is an Atlanta-based operator of regulated futures exchanges, trading platforms and clearing houses. NYSE Euronext is a New York-based operator of financial markets and provider of trading technologies.
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