prior to the earlier of (i) 5:00 p.m., New York City time, on November 22, 2023, and (ii) the date on which the supplemental indenture to the BK Indenture effecting the proposed
amendments is executed, unless extended or earlier terminated (such date and time, as they may be extended, the “Withdrawal Deadline”), but tenders not so validly withdrawn will be irrevocable after the Withdrawal Deadline, except in
certain limited circumstances where additional withdrawal rights are required by law. ICE reserves the right to terminate, withdraw, amend or extend the Exchange Offer and Consent Solicitation in its sole discretion, subject to the terms and
conditions set forth in the Offering Memorandum.
Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder
exchanging BK Notes in the Exchange Offer will be eligible to receive, in exchange for the BK Notes validly tendered and not validly withdrawn, ICE Notes having the same interest payment and maturity dates, interest rate and redemption provisions as
the BK Notes. Eligible holders who validly tender their BK Notes by 5:00 p.m., New York City time, on November 22, 2023 (such date and time, as they may be extended, the “Early Tender Deadline”), and do not validly withdraw their tendered
BK Notes by the Withdrawal Deadline, will be eligible to receive, subject to the terms and conditions set forth in the Offering Memorandum, ICE Notes in the same principal amount as the BK Notes tendered therefor plus cash consideration of $1.00 per
$1,000 principal amount of BK Notes tendered (the “Cash Consideration” and, together with such amount of ICE Notes, the “Total Exchange Consideration”). Eligible holders who validly tender their BK Notes after the Early Tender
Deadline but on or prior to the Expiration Date will be eligible to receive $970 principal amount of the ICE Notes per $1,000 principal amount of BK Notes validly tendered but no Cash Consideration (the “Exchange Consideration”).
Settlement of the Exchange Offer is expected to occur on or about December 12, 2023, unless ICE extends the Expiration Date or terminates the Exchange Offer. Interest on the ICE Notes will accrue from (and including) the last interest payment date
on which interest was paid on the BK Notes, and, accordingly, no accrued interest will be paid on the settlement date in respect of BK Notes accepted for exchange, except with respect to cash paid in lieu of ICE Notes not delivered, as described
below.
The ICE Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If the principal amount of ICE
Notes validly tendered after the Early Tender Deadline that would otherwise be required to be delivered in exchange for a tender of BK Notes would not equal $2,000 or an integral multiple of $1,000 in excess thereof, it will be rounded down to
$2,000 or the nearest integral multiple of $1,000 in excess thereof, and ICE will pay cash equal to the remaining portion of the Exchange Consideration for such BK Notes plus accrued and unpaid interest with respect to that portion. No tender of BK
Notes will be accepted if it would result in the issuance of less than $2,000 principal amount of ICE Notes.
ICE’s obligation to accept and exchange
the BK Notes validly tendered pursuant to the Exchange Offer is subject to certain conditions as set forth in the Offering Memorandum. The Exchange Offer and Consent Solicitation are not conditioned upon any minimum aggregate principal amount of BK
Notes being validly tendered for exchange but are conditioned upon, among others, the receipt of the requisite consents to adopt the proposed amendments. ICE may generally waive any such condition, in its sole discretion, at any time with respect to
the Exchange Offer and Consent Solicitation.
