Intercontinental Exchange Announces Acquisition of MarketAxess for $167/Share

What Happened

• On July 29, 2026, Intercontinental Exchange, Inc. (ICE) entered into a definitive Agreement and Plan of Merger to acquire MarketAxess Holdings Inc.; the agreement was announced in a joint press release on July 30, 2026.
• Under the Merger Agreement, MarketAxess will become a wholly owned subsidiary of ICE and each outstanding share of MarketAxess common stock (other than excluded shares) will be converted into the right to receive $167.00 in cash per share at closing.
• ICE’s board unanimously determined the transaction is advisable and in the best interests of ICE and its stockholders. MarketAxess stockholder approval is required; ICE stockholder approval is not.

Key Details

• Purchase price: $167.00 in cash per share for outstanding MarketAxess common stock.
• Agreement date and parties: Merger Agreement dated July 29, 2026 among ICE, MarketAxess and ICE wholly owned Merger Sub (Igloo Merger Sub II, Inc.).
• Financing: ICE expects to use available cash and incremental debt; it also obtained a commitment letter for a 364‑day senior unsecured bridge facility up to $6.25 billion from Bank of America/BofA Securities as backup financing.
• Deal protections/fees: MarketAxess would pay ICE a termination fee of $148.8 million in certain deal‑exit scenarios; ICE would pay MarketAxess a regulatory termination fee of $327.4 million if antitrust orders block the deal or the merger fails by the termination date under specified conditions.
• Treatment of equity awards: MarketAxess options and RSUs will generally convert into ICE‑denominated awards (or be cashed out) with conversion tied to an exchange ratio based on $167 and ICE’s 10‑day VWAP prior to closing; director RSUs and certain other awards will be cashed out at closing.

Why It Matters

• For MarketAxess holders: the agreement provides a fixed cash exit of $167 per share if the transaction closes, subject to shareholder vote and regulatory approvals.
• For ICE investors: the acquisition extends ICE’s business into MarketAxess’s market, but ICE expects to fund the deal with cash and incremental debt, including a large bridge facility — which could affect ICE’s leverage and financing profile until longer‑term financing is completed.
• Closing remains subject to customary conditions including MarketAxess stockholder approval, HSR and other regulatory clearances, and absence of a company material adverse effect; regulatory review (antitrust/financial regulators) is a key gating item.