Business Context and Reporting Period
This Form 8-K Current Report was filed by Intercontinental Exchange, Inc. on November 9, 2020, regarding an event that occurred on November 4, 2020. The filing discloses a secondary offering transaction involving the sale of company common stock by a significant selling stockholder.
Key Financial Metrics and Transaction Details
The filing details a specific equity transaction rather than periodic financial performance metrics such as revenue or profit.
- Shares Sold: 9,180,569 shares of common stock.
- Price Per Share: $97.4256.
- Selling Stockholder: Cyprus Parent, LP (an entity controlled by Thoma Bravo, formerly known as Ellie Mae Parent, LP).
- Underwriter: Morgan Stanley & Co. LLC.
- Transaction Type: Secondary offering (shares sold by the stockholder, not the Company).
Material Changes Versus Prior Period
The filing does not provide comparative financial data or material changes to the Company's operational performance versus prior periods. The material change disclosed is the reduction of the Selling Stockholder's ownership stake through the sale of approximately 9.18 million shares.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors related to the Company's future operations. The document strictly reports the execution of the Underwriting Agreement. The text notes that the description of the agreement is qualified in its entirety by reference to the attached exhibit.
Key Facts for Investor Verification
- Verify the total proceeds from the sale and confirm that the Company did not receive any proceeds from this transaction (as it was a sale by a selling stockholder).
- Review the attached Underwriting Agreement (Exhibit 1.1) for details on lock-up periods or other restrictions on the Selling Stockholder.
- Confirm the updated ownership percentage of Cyprus Parent, LP following the sale of 9,180,569 shares.
- Check subsequent filings to ensure the transaction closed as described and that the shares were registered under the Company's Form S-3.