NYSE owner agrees to buy mortgage-software firm Ellie Mae

The deal between Atlanta-based ICE and private-equity firm Thoma Bravo is valued at about $11 billion, including $9.25 billion in newly issued debt and $1.75 billion in stock.

Intercontinental Exchange Inc., the owner of the New York Stock Exchange, said it would acquire mortgage-software firm Ellie Mae, a landmark bet by the exchange giant on the digitization of the U.S. mortgage industry.

The deal between Atlanta-based ICE and private-equity firm Thoma Bravo is valued at about $11 billion, including $9.25 billion in newly issued debt and $1.75 billion in stock. It is expected to close in the third or fourth quarter of 2020, pending regulatory approval.

Ellie Mae's technology has been used to help automate the closing of millions of home loans. Based in Pleasanton, Calif., the firm handles the technology that underpins the entire home-loan origination process, and its services are used in particular by loan officers who work at nonbank mortgage lenders, analysts say.

Thoma Bravo acquired Ellie Mae last year for $3.7 billion in cash.


Ellie Mae's revenue has grown rapidly since the Thoma Bravo acquisition last year, in part because the coronavirus pandemic accelerated the use of its digital tools, ICE Chairman and Chief Executive Jeffrey Sprecher told analysts Thursday on a conference call about the deal.

Asked about the deal's price tag, ICE executives said they expected Ellie Mae's business to keep growing at a fast clip for the next decade. Mr. Sprecher said ICE would also profit from the transaction by amassing a huge trove of mortgage data, which it would sell alongside the financial data that it already sells from ICE's markets.

"We will be the de facto source of information for the U.S. mortgage market," Mr. Sprecher said.

ICE's shares dropped 2.5% in after-hours trading as investors digested the cost of the deal.

ICE has been stepping up its presence in the mortgage market during the past several years, in a bet that the cumbersome, often paper-based process of closing a mortgage deal will go digital in the coming decades.


In 2018, ICE acquired 100% of the parent company of Mortgage Electronic Registrations Systems, a national electronic registry for tracking servicing rights and ownership interests for U.S. mortgage loans. Last year ICE acquired Simplifile, a firm that facilitates electronic processing of mortgage records, in a $335 million deal.

Acquiring Ellie Mae would put ICE closer to the origination of home loans, expanding its reach to the mortgage lenders, brokers and other players that come together before a loan is closed. ICE's current mortgage business is more focused on warehousing and processing data on home loans after they close.

Ultimately, automating all of those processes will make it faster and easier for home buyers to get mortgages, ICE executives said. Mr. Sprecher noted on the conference call that it takes around 100 steps, thousands of pages of documents and up to two months to close a mortgage.

"Mortgages are so analogue, and the process underneath them is so kludgy, that there is a real opportunity to clean them up and ultimately make it easier for those mortgages to be sold to investors," he told The Wall Street Journal in an interview.

The deal comes as the Mortgage Bankers Association expects mortgage originations to hit their highest level this year since 2005. Even as the coronavirus has battered the U.S. economy, record-low interest rates have spurred a boom in refinancings, while a tight housing supply has kept home prices high, with young families moving to the suburbs and wealthy city dwellers looking for second homes.


ICE executives said on a quarterly earnings call last week that the mortgage business had become the fastest-growing part of the company, although it still accounts for a relatively small part of ICE's total revenue. Mortgage-related revenue rose to $98 million in the first six months of 2020, from $48 million a year earlier, an increase primarily driven by the Simplifile deal, the company said. ICE posted more than $6 billion in total revenue last year.

The Ellie Mae acquisition is the largest-ever deal for ICE, which was founded 20 years ago as a small electricity-trading platform and has since grown into a global exchange operator through a series of deals.

Led by Mr. Sprecher, ICE has a history of jumping into businesses in the process of transitioning from analogue to digital. In the 2000s the company did a series of deals in which it acquired futures exchanges and closed down their old-fashioned trading floors to convert them into all-electronic markets.