Item 8.01 Other Events.

On May 26, 2020, Intercontinental Exchange, Inc. ("ICE") completed the public offering and issuance of $1,250,000,000 aggregate principal amount of its 2.100% Senior Notes due 2030 (the "2030 Notes") and $1,250,000,000 aggregate principal amount of its 3.000% Senior Notes due 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes").

The Notes were sold pursuant to an Underwriting Agreement, dated May 18, 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 May 18, 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 Second Supplemental Indenture, dated as of May 26, 2020 (the "Supplemental Indenture"), between ICE and the Trustee.

ICE received approximately $2.45 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 for general corporate purposes, including to fund the redemption of the $1,250,000,000 aggregate principal amount of 2.75% Senior Notes due 2020 and to pay down a portion of its commercial paper outstanding.

The foregoing description of the Underwriting Agreement, the Indenture 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, the Indenture and the Supplemental Indenture (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1, 4.1 and 4.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.




  (d) Exhibits


 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement dated as of May 18, 2020 among
                 Intercontinental Exchange, Inc. and BofA Securities, Inc., J.P.
                 Morgan Securities LLC and Wells Fargo Securities, LLC, as
                 representatives of the underwriters named therein.

    4.1            Indenture dated as of August 13, 2018 between Intercontinental
                 Exchange, Inc., as issuer, and Wells Fargo Bank, National
                 Association, as trustee (incorporated by reference to Exhibit 4.1 to
                 Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed
                 with the SEC on August 13, 2018, File No. 001-36198).

    4.2            Second Supplemental Indenture dated as of May 26, 2020 between
                 Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank,
                 National Association, as trustee.

    4.3            Form of 2.100% Senior Notes due 2030 (included in Exhibit 4.2).

    4.4            Form of 3.000% Senior Notes due 2050 (included in Exhibit 4.2).

    5.1            Opinion of Sullivan & Cromwell LLP.

   23.1            Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

   104           The cover page from Intercontinental Exchange, Inc.'s Current Report
                 on Form 8-K, formatted in Inline XBRL.

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