Intercontinental Issues $3.75 Billion in Bonds to Fund MarketAxess Deal
Key Facts
Intercontinental Exchange issued $3.75 billion in aggregate principal amount of senior unsecured notes on August 20, 2026, according to its quarterly filing with the U.S. Securities and Exchange Commission. The company said it intends to use the proceeds to help fund the purchase price for MarketAxess, as well as pay fees, commissions and expenses related to the deal. Net proceeds from the offering totaled $3.7 billion as of September 30, 2026. On that date, the funds were recorded as short-term restricted cash and invested separately. The filing specifies partial use of the proceeds to finance the acquisition and does not describe them as covering the full value of the deal.
The offering was divided into four tranches maturing in 2029, 2031, 2033 and 2036. The first tranche was valued at $1.25 billion with a 4.70% interest rate, and the second at $1.1 billion with a 4.90% interest rate. The 2033 tranche totaled $650 million with a 5.15% interest rate, while the 2036 tranche totaled $750 million with a 5.40% interest rate. The company issued the debt at a discount and incurred $47 million in issuance costs. Alongside the notes, Intercontinental agreed on August 20 to a $2 billion delayed-draw term loan facility to help finance the deal and refinance some of MarketAxess' debt, but had drawn no amount from it as of September 30.
The figures in the filing show that the August offering added financing allocated in part to the deal within the company's debt structure. Intercontinental had total outstanding debt of $23.3 billion on September 30, 2026, including $22.3 billion in senior notes and $1 billion under its commercial paper program. The terms of the notes due in 2033 and 2036 include a special mandatory redemption mechanism if the deal has not closed by the specified outside date. The redemption price is 101% of the principal amount of the notes, plus accrued and unpaid interest. The date may be extended to January 29, 2028, and then to July 29, 2028, under certain regulatory circumstances, according to the company's filing.
On the deal process, MarketAxess shareholders approved the merger agreement at a special meeting on October 29, 2026. The proposal received support from 28,241,324 shares, while 34,133 shares voted against it and 38,825 shares abstained. The Justice Department and Federal Trade Commission had ended the waiting period under the Hart-Scott-Rodino Act early on October 21. Closing, however, remains subject to obtaining the required regulatory approvals and satisfying other closing conditions. MarketAxess said it expects to complete the merger in the first half of 2027, while noting there is no guarantee it will close by any particular date or that it will close at all.
About 2,100 technology companies use MarketAxess to trade fixed-income securities, according to the company's final agency statement. Following the deal announcement on July 30, 2026, MarketAxess shares jumped about 30%, while Intercontinental shares posted a marginal gain, according to a Reuters report published by Investing.com. The report also linked Intercontinental's share move to the company exceeding quarterly earnings expectations. This market reaction places the subsequent financing announcement in the context of an acquisition that had already prompted a notable move in the target's shares. The next step for the deal remains completing regulatory approvals and meeting closing conditions, with the company expecting to complete it in the first half of 2027.