ATLANTA & PLEASANTON, Calif.–(Company WIRE)–Intercontinental Trade (NYSE: ICE), a major operator of worldwide exchanges and clearing homes and company of home loan technology, info and listing companies, announced currently that it has entered into a definitive agreement to receive Ellie Mae®, the main cloud-based mostly platform service provider for the mortgage finance field. The transaction with Ellie Mae, a portfolio enterprise of Thoma Bravo, a top non-public fairness financial commitment agency, values Ellie Mae at roughly $11 billion. The deal, following ICE’s taking a the vast majority stake in MERS in 2016, getting the remainder in 2018, and buying Simplifile in 2019, establishes ICE, by its expanding ICE House loan Products and services network, as the leading provider of conclusion-to-stop digital workflow alternatives serving the evolving U.S. household mortgage loan marketplace.
A convention connect with to review the transaction details will be held on Thursday, August 6, 2020 at 5:00 p.m. ET. Information for the call are incorporated at the conclude of this announcement.
Ellie Mae, based in Pleasanton, California with approximately 1,700 workforce, was founded in 1997 with a mission to automate and digitize the trillion-greenback household home loan marketplace. By its Electronic Lending Platform, Ellie Mae gives technological innovation services to all members in the property finance loan offer chain, which includes its above 3,000 clients and 1000’s of companions and buyers collaborating on their open up network who deliver liquidity to the marketplace. Loan providers rely on Ellie Mae to securely manage and facilitate the exchange of details throughout the ecosystem to permit the origination of mortgages although retaining stringent adherence to numerous nearby, state and federal compliance requirements.
“Twenty decades after we founded Intercontinental Exchange to give a transparent buying and selling system for the power market, and adhering to two decades of furnishing continued innovation to aid shoppers navigate world markets, we are happy to announce the acquisition of Ellie Mae, which will support us likewise rework the property finance loan market,” reported Jeffrey C. Sprecher, Founder, Chairman and CEO of Intercontinental Trade. “Our planned acquisition represents a a single-of-a-sort opportunity to increase an extraordinary company with good leadership to our family. It will also improve ICE’s expansion strategy in house loan know-how, with complementary goods and a vast array of prospects and stakeholders who will reward from our core and tested skills in working networks and marketplaces.”
“We are fired up to be becoming a member of the Intercontinental Exchange family and obtaining the option to get the job done intently with Simplifile and MERS in serving to our industry to understand the true digital mortgage,” claimed Jonathan Corr, President and CEO of Ellie Mae. “We have been on a journey, as we have very long reported, ‘to automate every little thing automatable’ for the home finance loan field, and joining ICE, which has followed a parallel journey in global exchanges, will allow for us to even further accelerate realizing our vision. We also enormously recognize, and have appreciably benefited from, the operational and strategic help from Thoma Bravo. They were being instrumental in supporting us achieve this final result, which is a good 1 for our prospects and the industry in normal.”
Considering that acquiring Ellie Mae, Thoma Bravo has partnered with its leadership workforce to almost double earnings when reaching most effective-in-course profitability and driving continued innovation in Ellie Mae’s core merchandise. The blend of Ellie Mae’s industry-top solutions with Thoma Bravo’s deep operational experience helped the organization redesign its organizational structure to scale much more proficiently, remodel its go-to-industry business to much better provide its current clients, and concentrate on organic products innovation to generate very long-phrase, sustainable development. Thoma Bravo also labored closely with Ellie Mae to get Capsilon, a remarkably strategic acquisition that added substantial product or service capabilities and greatly expanded the company’s total addressable industry.
“We partnered with Jonathan Corr, Joe Tyrrell and the Ellie Mae crew to progress their vision to automate the household house loan marketplace though also employing Thoma Bravo’s deep application abilities to tremendously enhance the company’s operations and accelerate growth,” reported Holden Spaht, a Handling Lover at Thoma Bravo. “We are assured that becoming portion of ICE will help Ellie Mae to go on reworking an business still in the early innings of digitization, and we appear ahead to adhering to Ellie Mae’s ongoing results as section of ICE for numerous years to occur.”
The overall production chain of the house loan field, from direct technology to software, to pre-closing, to closing, to put up-closing, has traditionally been a remarkably document-centric and guide method. ICE’s acquisition of MERS and Simplifile has served to automate the put up-closing method. The addition of Ellie Mae extends ICE’s get to to the origination space.
In addition to its Digital Lending Platform capabilities and its extensive husband or wife community, Ellie Mae also provides technological innovation options that empower its customers to reach greater ranges of buyer engagement, efficiencies through automation, and a modernization of the mortgage producing process by its latest introduction of machine learning and synthetic intelligence. Via this complementary addition, ICE Home finance loan Companies will give progressive technologies that touches just about each individual U.S. property finance loan, accelerating added digitization and streamlining of the home finance loan producing process, and ICE Information Providers will be ready to increase to its offerings.
“This transaction will gain ICE and its shareholders,” claimed Scott Hill, Main Fiscal Officer of Intercontinental Trade. “The energy of our stability sheet, and the merged cash flows, situation this deal to be accretive in the to start with comprehensive 12 months and to meet all of our critical strategic and economic acquisition standards.” The transaction, which is not subject matter to a financing issue, is expected to close in the 3rd quarter or early fourth quarter of 2020, following the receipt of regulatory approvals and the gratification of customary closing situations.
Important Fiscal Metrics:
- Transaction valued at an company benefit of $11 billion, with thought in the kind of a blend of hard cash (84% of EV) and recently issued shares of ICE widespread inventory (16%).
- Anticipated ICE Property finance loan Expert services professional-forma 2020 revenues of $1.1 billion (features envisioned 2020 Ellie Mae revenues of ~$900 million).
- Expected ICE House loan Products and services professional-forma 2020 adjusted EBITDA1 of ~$600 million (features envisioned 2020 Ellie Mae adjusted EBITDA2 of ~$470 million).
- Which includes earlier acquisitions of both of those MERS & Simplifile and, on completion of the acquisition of Ellie Mae, ICE will have invested a complete of approximately $11.5 billion in its tactic to automate the house loan workflow.
- Expected Ellie Mae transaction IRR of 10% ICE ROIC will remain previously mentioned ICE WACC in year a single, growing thereafter.
- Envisioned to know operate-price price synergies of $50 million to $65 million by the finish of year a few.
- Predicted that the acquisition of Ellie Mae will be accretive to modified EPS in the very first total year of ownership.
Credit Suisse, Goldman Sachs and Wells Fargo are serving as lead economic advisors to Intercontinental Trade, which also obtained money guidance from Broadhaven, Citigroup and Moelis & Business LLC. Shearman & Sterling LLP is serving as the lawful advisor to Intercontinental Trade, with added lawful guidance from Morgan, Lewis & Bockius LLP, Potter Anderson & Corroon LLP and Sullivan & Cromwell LLP. J.P. Morgan Securities LLC and Jefferies LLC are serving as economical advisors to Thoma Bravo and Ellie Mae, and Kirkland & Ellis LLP is serving as the lawful advisor to Thoma Bravo and Ellie Mae.
Conference Phone Facts
ICE will hold a meeting connect with now, August 6, 2020, at 5:00 p.m. ET to evaluate aspects of the transaction. A live audio webcast of the convention get in touch with will be accessible on the company’s website at www.theice.com in the investor relations area. Contributors may perhaps also listen by using phone by dialing (855) 527-2973 or (855) 527-2980 from the United States or (909) 715-1689 from outside the United States. Telephone participants are suggested to contact 10 minutes prior to the commence of the simply call. The simply call will be archived on the firm’s web page for replay.
About Intercontinental Trade
Intercontinental Exchange (NYSE: ICE) is a Fortune 500 organization shaped in the calendar year 2000 to modernize markets. ICE serves clients by working the exchanges, clearing residences and info products and services they depend upon to commit, trade and regulate hazard across international financial and commodity marketplaces. A leader in market place details, ICE Knowledge Services serves the facts and connectivity demands throughout virtually all asset courses. As the dad or mum business of the New York Inventory Trade, the corporation is the leading location for elevating cash in the globe, driving financial progress and transforming markets.
Trademarks of ICE and/or its affiliate marketers contain Intercontinental Exchange, ICE, ICE block structure, NYSE and New York Inventory Trade. Information relating to further logos and mental property rights of Intercontinental Exchange, Inc. and/or its affiliate marketers is found at http://www.intercontinentalexchange.com/phrases-of-use. Critical Information Paperwork for selected items protected by the EU Packaged Retail and Coverage-based Investment Products Regulation can be accessed on the related exchange internet site underneath the heading “Key Details Files (Kids).”
Protected Harbor Assertion below the Non-public Securities Litigation Reform Act of 1995 — Statements in this press launch concerning ICE, Ellie Mae and the blended business enterprise, together with envisioned profits and expected altered EBITDA for the twelve months finished December 31, 2020, that are not historic facts are “forward-hunting statements” that require hazards and uncertainties. For a dialogue of additional challenges and uncertainties, which could bring about genuine success to vary from those people contained in the forward-wanting statements, see ICE’s Securities and Trade Fee (SEC) filings, which includes, but not minimal to, the danger factors in ICE’s Annual Report on Type 10-K for the year finished December 31, 2019, as submitted with the SEC on February 6, 2020.
This release involves non-GAAP actions that exclude particular merchandise we do not contemplate reflective of our hard cash operations and core business enterprise overall performance. We feel that the presentation of these non-GAAP measures presents traders with bigger transparency and supplemental knowledge relating to our monetary condition and outcomes of operations. These altered non-GAAP measures really should be viewed as in context with our GAAP benefits.
We existing anticipated adjusted EBITDA for Ellie Mae and the put together ICE Mortgage loan Expert services company for the twelve months ended December 31, 2020, altered to deduct roughly $12 million in estimated non-recurring skilled charges. Altered EBITDA is not a measurement beneath GAAP in the United States and may not be related to EBITDA measures of other companies. We feel that Adjusted EBITDA offers practical information to management and buyers as an indicator of the operating performance of these firms. We are not equipped to forecast the most directly comparable actions calculated and offered in accordance with GAAP. Specified components of the composition of the GAAP quantities are not predictable, building it impractical for us to forecast. As a consequence, no GAAP outlook is offered.
Anticipated Altered EBITDA are only estimates and include ahead-hunting data. We and Ellie Mae have built a range of assumptions in making ready these projections, which may perhaps or might not prove to be appropriate. The predicted Adjusted EBITDA quantities are issue to many risks and uncertainties, and do not ensure real effects for the time period indicated. Aspects, hazards and uncertainties that could lead to genuine benefits to differ materially from people projected consist of those in the paperwork that we file with the SEC. We undertake no obligation to update or revise any of the projections, no matter whether as a outcome of new data, foreseeable future developments or if not.
About Ellie Mae
Ellie Mae is the foremost cloud-centered system provider for the mortgage finance industry. Ellie Mae’s technological innovation answers allow loan providers to originate much more loans, reduced origination fees, and reduce the time to near, all although making sure the maximum concentrations of compliance, quality and efficiency. Visit EllieMae.com or simply call (877) 355-4332 to find out a lot more.
About Thoma Bravo
Thoma Bravo is a primary private equity firm focused on the software and technological innovation-enabled solutions sectors. With a sequence of cash representing far more than $45 billion in money commitments, Thoma Bravo associates with a company’s management crew to put into action functioning finest methods, invest in progress initiatives and make accretive acquisitions intended to accelerate profits and earnings, with the purpose of escalating the benefit of the business enterprise. The organization has places of work in San Francisco and Chicago. For far more facts, check out thomabravo.com.
1 Displays legacy ICE Home loan Expert services expected EBITDA additionally Ellie Mae predicted Modified EBITDA, which is altered to exclude about $12 million of non-recurring expert charges. Legacy ICE House loan Products and services expected EBITDA is centered on ICE estimates.
2 Based mostly on Ellie Mae estimates and modified to exclude close to $12 million of non-recurring skilled fees.