Item 1.01. Entry into a Material Definitive Agreement.
The Underwriting Agreement contains customary representations, warranties, covenants and indemnities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement that is attached hereto as Exhibit 10.1 and incorporated herein by reference.
This report does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Director Resignation.
As previously disclosed on a Current Report on Form 8-K filed by ICE on
Item 7.01. Regulation FD Disclosure.
In connection with the closing of the Offering, ICE issued a press release that is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
Arrangements between Euronext and ICE in connection with the Offering
In connection with the separation of Euronext from ICE resulting from the Offering, Euronext and ICE have entered into a series of services agreements and related agreements ("SLAs") to ensure that Euronext and ICE (including
The ICE Core Services cover data center services to Euronext from the Basildon site, including housing the data center equipment and providing related services, co-location services directly to Euronext members on terms that are no worse than the terms on which ICE currently provides equivalent co-location services to its members, and application services related to the Secure Financial Transaction Infrastructure ("SFTI") network, including logical connections to the relevant Euronext products between the subscriber and host infrastructure, to Euronext customers on terms that, in the aggregate, are no worse than the standard terms on which ICE provides equivalent connectivity services to its customers. The ICE Ancillary Services include market data services and market operations, communication services to Euronext offices and IT services in
Some SLAs are transitional in nature and will continue for a specified initial term until Euronext develops its own independent capabilities or when ICE no longer requires such services from Euronext, either because of the completion of the migration of contracts traded on
Euronext will pay ICE mutually agreed-upon fees for the ICE data center services and Ancillary Services, and ICE will pay Euronext mutually agreed-upon fees for the Euronext Ancillary Services during the period for which services are performed under the agreements. ICE will also pay Euronext a commission on the revenue it earns from the colocation and connectivity services provided to Euronext's customers. If the term of the agreements were to be extended beyond the duration provided for in the agreements (including any extension period), such fees may be renegotiated.
In connection with the Offering, Euronext and ICE have also entered into a deed of separation dealing with the conduct of various matters between the parties following the Offering. The principal terms of the deed of separation relate to non-solicitation of executives or senior management, mutual release and indemnification against certain liabilities or claims existing or arising in connection with the separation of Euronext from ICE, indemnification by Euronext in respect of certain guarantees provided by ICE entities of the obligations of Euronext and its subsidiaries, and financial reporting, audit and accounting and related covenants.
Euronext and ICE also have entered into licensing arrangements in respect of the universal trading platform ("UTP") and related trading technology as set out in the UTP and Trading Technology License Deed. In addition, there are other licenses granted in respect of the use of equity indices and related trademarks, the UTP trademark, certain website code and certain patent applications.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Underwriting Agreement dated as of
June 19, 2014among Euronext N.V., Intercontinental Exchange, Inc., ICE Europe Parent Ltd, and the Managers named therein. 99.1 Press Release dated as of June 24, 2014.