Intercontinental Exchange, Inc. (NYSE:ICE) entered into a definitive agreement to acquire Ellie Mae, Inc. from Thoma Bravo Fund XIII LP a fund managed by Thoma Bravo, LLC for approximately $11 billion on August 6, 2020. The transaction is valued at an enterprise value of $11 billion, with an aggregate consideration of $9.25 billion in cash and approximately 18.4 million newly issued shares of ICE common stock. An amount in cash equal to $7 million will be withheld from purchase price at closing and will be paid two days prior to closing. The number of shares of ICE common stock to be issued may be increased in the event the 10-day volume weighted average price of shares of ICE common stock traded on the New York Stock Exchange during the period ending two trading days before the date of the closing of the acquisition is below $95.31 per share, so that the aggregate value of those shares will equal $1.75 billion at such time, provided that in no event will the number of additional shares of ICE common stock issued exceed 6.1 million (if the 10-day volume weighted average price of shares of ICE common stock during the period ending two trading days before the closing date is less than $71.48). The cash portion of the consideration to be paid by ICE will be reduced by the amount of indebtedness of, and unpaid transaction expenses incurred by, Ellie Mae. ICE expects to fund the cash portion of the consideration with the proceeds from the issuance of commercial paper under commercial paper program and/or borrowings under its existing revolving credit agreement (as amended and restated from time to time), the issuance of one or more series of unsecured notes or other debt securities and borrowings under a new senior unsecured term loan facility. Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, Credit Suisse AG and Goldman Sachs Bank USA entered into a financing commitment letter for a 364-day senior unsecured bridge facility in an aggregate principal amount of $10.65 billion for the purpose of providing backup financing for the cash portion of the consideration payable under the terms of the purchase agreement if the permanent debt financing is not available on or prior to the closing. There is no break fee. As on August 17, 2020, Intercontinental Exchange has priced an underwritten public offering of $6.5 billion in new senior notes. The offering is being made under a shelf registration statement and will close on 20 August 2020, subject to customary closing conditions. Net proceeds, together with the issue of commercial paper and/or borrowings under its revolving credit facility and borrowings under a new senior unsecured term loan facility, will be used by Intercontinental Exchange fund the cash part of the purchase price for Ellie Mae Intermediate Holdings Inc and its indirect wholly owned subsidiary, Ellie Mae Inc, as per the terms of the stock purchase agreement announced on August 6, 2020. The transaction is subject to receipt of regulatory approvals, Hart-Scott-Rodino review and approval and the satisfaction of customary closing conditions. As of August 31, 2020, Federal trade commission granted the early termination notice. As of September 4,2020, the transaction has received regulatory approval. The transaction is not subject to a financing condition and is expected to close in the third quarter or early fourth quarter of 2020. The transaction will be accretive to adjusted EPS in the first full year of ownership is expected to be accretive to revenue growth. Credit Suisse (USA), Inc., The Goldman Sachs Group, Inc. and Wells Fargo & Company are serving as lead financial advisors to Intercontinental Exchange, which also received financial advice from Broadhaven Capital Partners, LLC, Citigroup and Moelis & Company LLC. Rory B. O'Halloran, Cody L. Wright, Michael Chernick, Kristina Trauger, Jordan Altman, John Cannon, Nathan Tasso, Alan Goudiss, Reena Sahni and Mark Chorazak of Shearman & Sterling LLP is serving as the legal advisor to Intercontinental Exchange, with additional legal advice from Morgan, Lewis & Bockius LLP, Michael B. Tumas, Michael K. Reilly and David B. DiDonato of Potter Anderson & Corroon LLP and?Catherine M. Clarkin of Sullivan & Cromwell LLP. J.P. Morgan Securities LLC and Jefferies LLC are serving as financial advisors to Thoma Bravo and Ellie Mae, and Gerald Nowak, Theodore A. Peto, P.C., Bradley C. Reed, P.C., Peter Stach, Amelia Runyan Davis, Kevin Coenen, Adam Kool, Brian Ford, Seth Traxler, Matthew Colman, Matthew Antinossi, Michael Falk, Ian Sherwin, Michael Schulman, Sara Webber, John Caruso, Robert Ryland, Anthony Rapa, James Mutchnik, Chuck Boyars and Sally Evans of Kirkland & Ellis LLP is serving as the legal advisor to Thoma Bravo and Ellie Mae. Stuart Rogers and Kevin Miller of Alston & Bird LLP acted as legal advisor to Credit Suisse. Intercontinental Exchange, Inc. (NYSE:ICE) completed the acquisition of Ellie Mae, Inc. from Thoma Bravo Fund XIII LP a fund managed by Thoma Bravo, LLC on September 4, 2020. Based on a closing date of September 4th, 2020 and an allocation to ICE based on the number of business days following completion, ICE currently expects the Ellie Mae transaction to contribute the following to its third quarter 2020 results: (i) Revenue of $67 million to $72 million (ii) Adjusted operating expense of $34 million to $36 million (iii) Interest expense of $11 million to $12 million (iv) Approximately 5 million weighted average diluted shares outstanding, which are expected to result in total weighed average diluted shares outstanding of 551 million to 554 million in the third quarter of 2020.