8-K
filed September 5, 2023, 7:59 PM ET
CIK 0001627014
M&A
confidence high
sentiment neutral
materiality 0.85
Black Knight, Inc.: M&A transaction — ICE completes $11.9B acquisition of Black Knight; shares converted at $75.867 cash or 0.6577 ICE shares
Black Knight, Inc.
- Each Black Knight share converted into $75.867 cash or 0.6577 ICE shares; total consideration ~$11.9B.
- Stock election oversubscribed; proration expected: ~68% cash, ~32% ICE shares.
- Black Knight common stock delisted from NYSE effective Sept 5, 2023.
- ICE to divest Optimal Blue and Empower LOS businesses to Constellation Software within 20 days per FTC order.
- Credit agreement terminated; board replaced with ICE appointees Surdykowski and Spencer.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew J. Surdykowski was appointed as Director at Black Knight, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of Sub as of immediately prior to the Effective Time, were appointed to the board of directors of Black Knight: Andrew J. Surdykowski and Octavia N. Spencer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Octavia N. Spencer was appointed as Director at Black Knight, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of Sub as of immediately prior to the Effective Time, were appointed to the board of directors of Black Knight: Andrew J. Surdykowski and Octavia N. Spencer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Black Knight, Inc.: Certificate of incorporation amended and restated in its entirety, effective as of the Effective Time, pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of Black Knight, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Black Knight, Inc.: Bylaws amended and restated in their entirety, effective as of the Effective Time, pursuant to the Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
as of the Effective Time, in accordance with the Merger Agreement, the bylaws of Black Knight, as in effect as of immediately prior to the Effective Time, were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Black Knight, Inc. underwent a change of control involving Intercontinental Exchange, Inc. for approximately $11.9 billion (closed 2023-09-05).
- Action
- change of control
- Counterparty
- Intercontinental Exchange, Inc.
- Consideration
- approximately $11.9 billion
- Closing
- 2023-09-05
Exact text from the filing
the Merger Agreement. The aggregate implied value of the Merger Consideration payable to the former holders of Black Knight Common Stock pursuant to the Merger was approximately $11.9 billion, including approximately $10.5 billion in cash and approximately 10.9 million shares of ICE Common Stock. At the Effective Time, each outstanding Black Knight restricted stock
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.4
Black Knight, Inc. completed a disposition involving subsidiaries of Constellation Software Inc..
- Action
- disposition
- Counterparty
- subsidiaries of Constellation Software Inc.
Exact text from the filing
ICE has agreed to divest Black Knight’s Optimal Blue and Empower loan origination system (LOS) businesses to subsidiaries of Constellation Software Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Knight, Inc. terminated Second Amended and Restated Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A. valued at All loans repaid and commitments terminated (effective 2023-09-05).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A.
- Value
- All loans repaid and commitments terminated
- Effective
- 2023-09-05
Exact text from the filing
Concurrently with the closing of the Merger, Black Knight repaid all loans and terminated all commitments outstanding under that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of March 10, 2021 (as amended, restated, supplemented or otherwise modified, the “ Black Knight Credit Agreement ”), by and among Black Knight Financial Services, LLC, a Delaware limited liability company (“ Black Knight Financial Services ”), as holdings, Black Knight InfoServ, LLC, a Delaware limited liability company and an indirect subsidiary of Black Knight (“ Black Knight InfoServ ”), as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto and the other parties party thereto (the “ Black Knight Credit Agreement Termination ”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.