ICE and Black Knight amend merger terms to $75/share; divest Empower LOS to Constellation; extend deadline to Nov 2023

Intercontinental Exchange, Inc.

Revised consideration $75/share ($68 cash per share plus stock with 0.0682 exchange ratio, VWAP $102.62).
Divestiture of Empower LOS (including Exchange, LendingSpace, AIVA) to Constellation Software to address FTC antitrust concerns; deal contingent on ICE's acquisition closing.
ICE commits to litigate with FTC if necessary; merger deadline extended to November 4, 2023.
$725M termination fee now triggered if Black Knight shareholders fail to approve; Black Knight's prior $40M expense reimbursement obligation eliminated.
Parties certified closing conditions satisfied as of March 7, 2023.

item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Intercontinental Exchange, Inc. amended Amendment No. 1 with Black Knight, Inc. (effective 2023-03-07).

Action: amendment
Agreement: merger
Counterparty: Black Knight, Inc.
Effective: 2023-03-07

Exact text from the filing

On March 7, 2023, Intercontinental Exchange, Inc., a Delaware corporation (“ ICE ”), entered into Amendment No. 1 (the “ Amendment ”) to the previously announced Agreement and Plan of Merger, dated as of May 4, 2022 (the “ Original Agreement ” and, as amended by the Amendment, the “ Merger Agreement ”), with Black Knight, Inc., a Delaware corporation (“ Black Knight ”), and Sand Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of ICE (“ Sub ”).

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Intercontinental Exchange, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-063262

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