SEC no-action letter: Intercontinental Exchange, Inc. waiver of ineligible issuer status

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NEW YORK WASHINGTON HOUSTON PALO ALTO SAN FRANCISCO CHICAGO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME VIA EMAIL Chief, Office of Enforcement Liaison Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: In the Matter of ICE Data Pricing & Reference Data, LLC Dear Mr. Henseler:
We are writing on behalf of Intercontinental Exchange, Inc. (“ICE”) in connection with ICE Data Pricing & Reference Data, LLC’s (“PRD”) settlement with the United States Securities and Exchange Commission (“SEC” or “Commission”) relating to In the Matter of ICE Data Pricing & Reference Data, LLC. The settlement will result in an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Advisers Act”), Making Findings, and Imposing Remedial Sanctions and a Cease-and Desist Order (the “Order”) against PRD for violations of
Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.
PRD, formerly known as Interactive Data Pricing & Reference Data LLC (a subsidiary of Interactive Data Corporation), is a wholly owned subsidiary of ICE, a public company whose securities trade on the New York Stock Exchange and is a reporting company under the Securities Exchange Act of 1934. ICE qualifies as a “well-known seasoned issuer” (“WKSI”) as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”). We respectfully request a waiver from the Division of Corporation Finance (the “Division”), acting pursuant to its delegated authority, or the Commission itself determining that it is not necessary under the circumstances that ICE would be considered an “ineligible user,” as defined by Rule 405 under the Securities Act, as a result of the Commission entering the Order, which is described below. Consistent with the framework outlined in the Division’s Revised Statement on Well-Known Seasoned Issuer Waivers (April 24, 2014) (“Revised Statement”), there is good cause for the Division, on behalf of the Commission, or the Commission itself to grant the requested waiver, as discussed below.