IntercontinentalExchange Group (ICE) to Acquire Interactive Data in $5.2B Deal

IntercontinentalExchange Group (NYSE: ICE) announced that it has entered into a definitive agreement to acquire Interactive Data Corporation (“IDC”), a leading provider of financial market data, analytics and related trading solutions, from Silver Lake, the global leader in technology investing, and Warburg Pincus, a leading global private equity firm focused on growth investing. The acquisition is valued at approximately $5.2 billion, including $3.65 billion in cash and $1.55 billion in ICE common stock, and builds on ICE’s global market data growth strategy by expanding the markets served, adding technology platforms and increasing new data and valuation services. An investor call to review third quarter 2015 results and the transaction details will be held on Wednesday, October 28 at 8:30am ET. Details for the call are included at the end of this announcement.

IDC, based in Bedford, MA, is one of the world’s leading providers of financial data, serving the mutual fund, bank, asset management, hedge fund, securities and financial instrument processing and administration sectors. ICE’s data business currently spans nine asset classes across the eleven exchanges and seven clearing houses it operates, including the NYSE Group and ICE Futures exchanges. ICE also offers benchmark and valuation services for Libor, exchange traded funds, a range of financial derivatives, and clearing house positions. The combined company will offer customers efficiencies in accessing data on an integrated platform while serving the growing demand for data, analysis, valuation and connectivity globally.

"This transaction furthers our expansion into meeting the financial information needs of our market participants globally. With our diverse markets across virtually all asset classes, IDC will enable us to address more growth opportunities by leveraging the distribution and reach of our complementary global platforms for trading, clearing and data on a combined basis," said ICE Chairman and CEO Jeffrey C. Sprecher. "With IDC as the cornerstone in the next phase of extending our services, we will build on our track record of solid execution on integration and innovation by focusing on the needs of our customers in the evolving data services marketplace."

"Today’s announcement marks the next step in an exciting journey for IDC," said Stephen Daffron, Chief Executive Officer of IDC. "With ICE, we have the long-term capital, strategic support and collective set of relationships to further grow our company and evolve our platform in the rapidly-changing capital markets landscape. We have enjoyed our partnership with Silver Lake and Warburg Pincus and thank them for their contributions to our success, as well as for their leadership in several strategic and technological initiatives that strengthened the company’s growth outlook."

“It has been our privilege to partner with IDC," said Mike Bingle, Managing Partner of Silver Lake and Jim Neary, Managing Director and a member of the Executive Management Group of Warburg Pincus. "Since our investment in 2010, the company has laid the foundation for long-term growth, by launching a state-of-the-art technology platform, developing innovative new products such as its cutting-edge real-time pricing solution and maintaining an unwavering focus on value for its clients. IDC is thrilled about its future with ICE, and its continued leadership in financial data services."

Under the terms of the agreement, which was unanimously approved by the Boards of both companies, the transaction is valued at $5.2 billion, based on the 10-day volume weighted average price of ICE's stock on October 23, 2015. IDC shareholders will receive consideration of $3.65 billion in cash and $1.55 million in Intercontinental Exchange common shares. The aggregate number of ICE common shares offered is 6.5 million shares, and up to 2.2 million additional Intercontinental Exchange common shares based on a sliding scale from $179.07 to $238.76 in the event that ICE’s weighted average stock price over a specified period leading up to closing is less than $238.76. The mix of merger consideration being paid by ICE is approximately 70% in cash and 30% in shares.

Additional transaction highlights include:

• The transaction is expected to close by yearend 2015, subject to applicable regulatory approvals.
• Last twelve months (“LTM”) revenues for IDC are expected to be $945 million and LTM adjusted EBITDA was $3781 million.
• For the third quarter of 2015, IDC revenues are expected to be $238 million and adjusted EBITDA was $992 million.
• IDC's recurring revenue, which excludes any revenue derived from hardware sales, set-up and implementation fees, and one-time sales such as historical data files, has exceeded 98% of total revenue in each of the years from 2011 to 2014.
• Expense synergies of $150 million to be largely completed by year three post-closing.

• Adjusted earnings accretion of approximately 5% is expected in the first year post-closing, excluding deal-related amortization.

ICE's lead financial advisor is Broadhaven Capital Partners; further financial advice is being provided by Wells Fargo Securities, LLC. ICE’s financing is being provided by Wells Fargo Bank, National Association and Bank of America Merrill Lynch. ICE legal advisors are Sullivan & Cromwell LLP and Potter Anderson Corroon LLP. The principal financial advisers to IDC were Goldman, Sachs & Co. and Credit Suisse. Legal adviser to IDC is Simpson Thacher & Bartlett LLP.

Investor Conference Call

An investor conference call will be held at 8:30 a.m. ET on Wednesday, October 28 via the ICE website at www.theice.com in the Investor and Media section. Participants may also listen via telephone by dialing 888-317-6003 from the United States, 866-284-3684 from Canada or 412-317-6061 from outside of the United States and Canada. Telephone participants are required to provide the participant entry number 1040432 and should call 10 minutes prior to the start of the call. The call will be archived on the company's website for replay.

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