Intercontinental Exchange, Inc. filed an 8-K on August 20, 2026, disclosing the completion of a four-tranche senior notes offering totaling $3,750,000,000 in aggregate principal amount, with net proceeds intended to help finance the acquisition of MarketAxess Holdings Inc.

Key Highlights

  • Four tranches issued: $1,250,000,000 of 4.700% Senior Notes due 2029, $1,100,000,000 of 4.900% Senior Notes due 2031, $650,000,000 of 5.150% Senior Notes due 2033, and $750,000,000 of 5.400% Senior Notes due 2036.
  • Net proceeds: ICE received approximately $3.71 billion after underwriting discounts and commissions and before offering expenses.
  • Acquisition financing: Proceeds are intended to finance the purchase price for MarketAxess Holdings Inc. under an Agreement and Plan of Merger announced on July 30, 2026.
  • Underwriting Agreement dated August 11, 2026: Counterparties include BofA Securities, Inc., Wells Fargo Securities, LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., and PNC Capital Markets LLC.
  • Eighth Supplemental Indenture: The Notes were issued under an indenture originally dated August 13, 2018, supplemented by the Eighth Supplemental Indenture dated August 20, 2026, with Computershare Trust Company, National Association, as trustee.
  • Registration statement: The offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-277603) filed with the SEC on March 1, 2024.

ICE's Four-Tranche Notes Offering and MarketAxess Acquisition Financing

According to the filing, Intercontinental Exchange, Inc. (NYSE:ICE) completed the public offering and issuance of four series of senior notes on August 20, 2026. The tranches consist of $1,250,000,000 aggregate principal amount of 4.700% Senior Notes due 2029, $1,100,000,000 of 4.900% Senior Notes due 2031, $650,000,000 of 5.150% Senior Notes due 2033, and $750,000,000 of 5.400% Senior Notes due 2036. The company disclosed that it received approximately $3.71 billion in net proceeds after underwriting discounts and commissions and before offering expenses.

The filing states that ICE intends to use the net proceeds, after deducting offering expenses, "together with anticipated borrowings under a new senior unsecured term loan facility, the issuance of commercial paper under its commercial paper program, borrowings under its revolving credit agreement, cash on hand or other immediately available funds, to finance the purchase price for MarketAxess Holdings Inc. under the terms of the Agreement and Plan of Merger, which was announced on July 30, 2026, and to pay related fees, commissions and expenses."

The Notes were sold under an Underwriting Agreement dated August 11, 2026, and were issued pursuant to the Indenture dated August 13, 2018, as supplemented by the Eighth Supplemental Indenture dated August 20, 2026, between ICE and Computershare Trust Company, National Association, as trustee. The filing notes that the offering was made under ICE's automatic shelf registration statement on Form S-3 (File No. 333-277603) and a prospectus supplement dated August 11, 2026. Andrew J. Surdykowski, General Counsel, signed the filing on behalf of the registrant.

What Was Disclosed

ICE disclosed the completion of a $3,750,000,000 four-tranche senior notes offering on August 20, 2026, generating approximately $3.71 billion in net proceeds before expenses, to be used primarily to fund the pending acquisition of MarketAxess Holdings Inc.