--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-228148" form_type: "8-K" ticker: null cik: "0001627014" company_name: "Black Knight, Inc." filed_at: "2023-09-05T23:59:59+00:00" generated_at: "2026-06-10T23:58:46.514483+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # ICE completes $11.9B acquisition of Black Knight; shares converted at $75.867 cash or 0.6577 ICE shares ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-228148 - form_type: 8-K - cik: 0001627014 - company_name: Black Knight, Inc. - filed_at: 2023-09-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/d511006d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-228148 - JSON: https://secwatch.observer/filing/0001193125-23-228148.json - Plain text: https://secwatch.observer/filing/0001193125-23-228148.txt ## Key facts - Executive change Andrew J. Surdykowski was appointed as Director at Black Knight, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - Executive change Octavia N. Spencer was appointed as Director at Black Knight, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - Governance Changes Black Knight, Inc.: Bylaws amended and restated in their entirety, effective as of the Effective Time, pursuant to the Merger Agreement. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - M&A Transactions Black Knight, Inc. completed a disposition involving subsidiaries of Constellation Software Inc.. - Action: disposition - Counterparty: subsidiaries of Constellation Software Inc. source text: ICE has agreed to divest Black Knight’s Optimal Blue and Empower loan origination system (LOS) businesses to subsidiaries of Constellation Software Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1627014/000119312523228148/0001193125-23-228148-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.