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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): August 7, 2020

 

BLACK KNIGHT, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware 1-37394 81-5265638
(State or other jurisdiction of
incorporation) 		(Commission File Number) (IRS Employer Identification No.)

 

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of principal executive offices)

 

(904) 854-5100

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol 		  Name of each exchange on which registered
Common Stock, $0.0001 par value   BKI   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On August 7, 2020, Black Knight InfoServ, LLC (“BKIS”), an indirect, wholly-owned subsidiary of Black Knight, Inc. (the “Company”), entered into that certain First Amendment to Amended and Restated Credit and Guaranty Agreement (the “Amendment”) by and among BKIS, Black Knight Financial Services, LLC, a Delaware limited liability company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment implemented, among other things, certain technical changes to permit the proposed senior unsecured notes offering described in Item 8.01 below, including with the related escrow arrangements and the special mandatory redemption feature thereof.

 

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, reference to the full text of the Amendment, which is filed as Exhibit 10.1 and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

The Company expects to disclose certain supplemental information concerning the Company in a preliminary offering memorandum and marketing materials that is being disseminated in connection with the proposed senior unsecured notes offering described in Item 8.01 below. The supplemental information included in the preliminary offering memorandum and marketing materials, certain of which has been previously reported, is set forth in Exhibit 99.1 and incorporated by reference herein, including, but not limited to, with respect to the following:

 

· certain financial information of the business of Optimal Blue Holdings, LLC (“Optimal Blue”), the target of the Optimal Blue Acquisition (as defined below);
· certain descriptions on the Company’s strengths and strategies of the business;
· certain descriptions of the transactions in connection with the Optimal Blue Acquisition, including, but not limited to, the acquisition of Optimal Blue by way of a joint venture;
· certain risk factors;
· certain of the Company’s current and anticipated (in connection with the Optimal Blue Acquisition) debt facilities and indebtedness; and
· certain of the Company’s current and anticipated sources and uses of funds for the Optimal Blue Acquisition.

 

The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in or incorporated by reference herein that is required to be disclosed solely by reason of Regulation FD.

 

 

 

 

Item 8.01 Other Events

 

On August 11, 2020, the Company issued a press release announcing that, subject to market conditions, its indirect, wholly-owned subsidiary, BKIS, as issuer, intends to offer and sell $750 million aggregate principal amount of Senior Notes due 2028 (the “Senior Notes”) in an offering that is exempt from the registration requirements of the Securities Act (the “Notes Offering”). The net proceeds of the proposed offering will be deposited into an escrow account upon the closing of the Notes Offering. Upon release from escrow, the Company intends to use the net proceeds of the issuance of the Senior Notes, together with cash on hand and borrowings under its revolving credit facility, to finance a portion of the cash consideration for its previously announced pending acquisition of Optimal Blue, including repayment of any remaining amounts outstanding under the Optimal Blue debt facilities, and to pay related fees and expenses (the “Optimal Blue Acquisition”). The Senior Notes are expected to be guaranteed on a senior unsecured basis by the Company and by BKIS’s direct parent entity and substantially all of BKIS’s wholly-owned restricted subsidiaries that guarantee its credit facility. The offering is not contingent upon the consummation of the Optimal Blue Acquisition, although the Senior Notes are subject to a special mandatory redemption if the Optimal Blue Acquisition is not consummated.

 

In order to cause Regions Bank (the “Escrow Agent”) to release the escrow funds to BKIS for purposes of funding the Optimal Blue Acquisition on, or prior to nine months from the date of issuance (the “Outside Date”), BKIS must deliver an officer’s certificate to the Escrow Agent certifying that the Optimal Blue Acquisition will be consummated simultaneously or substantially concurrent with the release of funds from the escrow account (the “Purchase Funding Condition”). If (i) the Purchase Funding Condition has not been satisfied prior to 11:59 p.m. (New York City time) on the Outside Date or (ii) the Issuer delivers a termination notice to the Escrow Agent prior to 11:59 p.m. (New York City time) on the Outside Date indicating that (a) we will not pursue the consummation of the Optimal Blue Acquisition or (b) we have determined in our sole discretion that the Purchase Funding Condition cannot or is not reasonably likely to be satisfied by 11:59 p.m. (New York City time) on the Outside Date (any event described in clauses (i) or (ii) of this sentence, a “Special Mandatory Redemption Event”), the Senior Notes will be subject to a mandatory redemption, at a price equal to 100% of the initial issue price of the Senior Notes, plus accrued and unpaid interest from the date of the initial issuance of the Senior Notes to, but not including, the redemption date.

 

A copy of the press release, which was issued in connection with the offering and pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.2 and incorporated by reference herein.

 

Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Senior Notes. The Senior Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

Description

10.1   First Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of August 7, 2020, by and among Black Knight InfoServ, LLC, as Borrower, Black Knight Financial Services, LLC, as Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1   Excerpts from Preliminary Offering Memorandum
99.2   Press release issued by Black Knight, Inc., on August 11, 2020
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Black Knight, Inc.
   
Date:  August 11, 2020 By:

/s/ Michael L. Gravelle

    Name: Michael L. Gravelle
    Title: Executive Vice President and General Counsel

 

 

 

 

 

Exhibit 10.1

 

Execution Version

 

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

 

This FIRST Amendment TO amended and restated CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated August 7, 2020, is entered into by and among Black Knight InfoServ, LLC, a Delaware limited liability company (the “Borrower”), Black Knight Financial Services, LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto (collectively constituting the Required Lenders) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.

 

Recitals

 

WHEREAS, the Borrower, Holdings, the Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent are parties to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and as further amended by this Amendment, the “Amended Credit Agreement”).

 

WHEREAS, pursuant to Section 11.01 of the Credit Agreement, the Borrower has requested certain amendments be made to the Credit Agreement and the Lenders party hereto (collectively constituting the Required Lenders) have agreed to amend the Credit Agreement pursuant to the terms and conditions set forth herein and therein.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

 

1.                   Amendments to Credit Agreement. Effective as of the First Amendment Effective Date (defined below), the Credit Agreement is amended as follows:

 

(a)                Section 1.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:

 

““BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

 

“Covered Entity” means any of the following”

 

(i)            a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii)           a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii)          a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

“Covered Party” has the meaning specified in Section 11.24.

 

 

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

 

“QFC Credit Support” has the meaning assigned to it in Section 11.24.

 

“Sapphire Acquisition” means the acquisition, directly or indirectly, by the Borrower of all of the issued and outstanding equity of each Sapphire Target pursuant to the terms of the Sapphire Acquisition Agreement.

 

“Sapphire Acquisition Agreement” means that certain Equity Purchase Agreement, dated as of July 26, 2020, entered into by and among Parent, GTCR Fund XI/C LP, a Delaware limited partnership, Sapphire Blocker, GTCR/OB Splitter LP, a Delaware limited partnership, Sapphire Company, and OB Holdings I, LLC, a Delaware limited liability company, in its capacity as the Seller Representative.

 

“Sapphire Blocker” means GTCR/OB Blocker Corp., a Delaware corporation.

 

“Sapphire Company” means OB Acquisition, LLC, a Delaware limited liability company.

 

“Sapphire Senior Unsecured Notes” means any debt securities issued by the Borrower in a public offering registered under the Securities Act, or in an offering exempt from (or not subject to) the registration requirements of the Securities Act, in an aggregate principal amount not to exceed the lesser of (i) $1,000,000,000 and (ii) the aggregate principal amount actually issued, (x) the proceeds of which are to be applied directly or indirectly to finance the Sapphire Acquisition, including the repayment of indebtedness as contemplated by the Sapphire Acquisition Agreement, payment of all or a portion of the purchase price and payment of the fees, costs and other expenses in respect of the foregoing and (y) the terms of which may include a special mandatory redemption (a “SMR Redemption”) of such debt securities in the event that the Sapphire Acquisition is not completed by a date determined in or pursuant to the terms and conditions of such debt securities at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

 

“Sapphire Notes SMR Escrow” means the deposit by the Borrower of the proceeds of the Sapphire Senior Unsecured Notes, together with an amount necessary to finance any customary prepayment of interest, into escrow pending consummation of the Sapphire Acquisition or the requirement to effect an SMR Redemption (as defined above) pursuant to the terms of the Sapphire Senior Unsecured Notes.

 

“Sapphire Target” means, collectively, Sapphire Company and Sapphire Blocker.”

 

“Supported QFC” has the meaning assigned to it in Section 11.24.

 

“U.S. Special Resolution Regime” has the meaning specified in Section 11.24.”

 

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(b)                The definition of “Disqualified Equity Interests” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in each case, other than (i) for Qualified Equity Interests or (ii) as a result of a “change of control” or “asset sale”, (b) is redeemable at the option of the holder thereof, in whole or in part, other than (i) for Qualified Equity Interests or (ii) as a result of a “change of control” or “asset sale”, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date; provided, that (x) for purposes of clause (a) and (b) above, any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a “change of control” or “asset sale” occurring prior to the date that is 91 days after the Latest Maturity Date shall not constitute Disqualified Equity Interests if the terms of such Equity Interests provide that the issuer thereof will not redeem any such Equity Interest pursuant to such provisions prior to the Termination Date and (y) for purposes of clause (a) through (d) above, it is understood and agreed that if any such maturity, redemption conversion, exchange, repurchase obligation or scheduled payment is in part, only such part coming into effect prior to the date that is 91 days following the Latest Maturity Date (determined at the time such Equity Interest is issued) shall constitute Disqualified Equity Interests.

 

(c)                The definition of “Excluded Assets” in Section 1.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xiii) thereof, inserting the word “and” at the end of clause (xiv) thereof and inserting the following clause (xv):

 

“(xv)     cash on deposit in respect of the Sapphire Notes SMR Escrow.”

 

(d)                The definition of “Excluded Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof to read as follows:

 

“(b)      any (i) non-wholly owned Subsidiary that is prohibited by any Organization Document or shareholder agreement (including a requirement to obtain third-party consent) existing on the Closing Date (or, in the case of any Subsidiary acquired or which becomes non-wholly owned after the Closing Date, any Organization Document or shareholder agreement in existence at such time) and (ii) any direct or indirect Subsidiary of any such non-wholly owned Subsidiary that is an Excluded Subsidiary as a result of the foregoing clause (i),”

 

(e)                Section 7.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (aa) thereof, inserting the word “and” at the end of clause (bb) thereof and inserting the following clause (cc):

 

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“(cc)     the Sapphire Notes SMR Escrow and any Lien on amounts on deposit in the Sapphire Notes SMR Escrow for the benefit of the holders of the Sapphire Senior Unsecured Notes and/or any trustee or agent in respect thereof.”

 

(f)                 Section 7.02 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (w) thereof, inserting the following clauses (y) and (z) thereafter:

 

“(y)      the Sapphire Acquisition; and

 

(z)       Investments made in joint ventures as required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in each case entered into in the ordinary course of business.”

 

(g)                Section 7.03(h) of the Credit Agreement is hereby amended by inserting the following parenthetical to clause (ii)(2) of the proviso thereto after the words “shall be subject to any mandatory redemption, repurchase, repayment or sinking fund obligation”: “(other than customary provisions as a result of a “change of control” or “asset sale”)”,

 

(h)                Section 7.03(z)(ii) of the Credit Agreement is hereby amended by inserting the following parenthetical after the words “shall be subject to any mandatory redemption, repurchase, repayment or sinking fund obligation”: “(other than customary provisions as a result of a “change of control” or “asset sale”)”, and

 

(i)                 Section 7.03 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (bb) thereof, inserting the word “and” at the end of clause (cc) thereof and inserting the following clause (dd):

 

“(dd)     the Sapphire Senior Unsecured Notes.”

 

(j)                 The Credit Agreement is hereby amended by adding a Section 11.24 as follows:

 

“Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

 

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.”

 

-4-

 

 

2.                   Conditions of Effectiveness. The effectiveness of this Amendment are subject to the satisfaction (or waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

 

(a)                this Amendment shall have been duly executed by the Borrower, the Required Lenders and the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Administrative Agent; and

 

(b)                all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 11.04 of the Credit Agreement) shall have been paid in full in cash.

 

3.                   Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders party hereto as of the First Amendment Effective Date that:

 

(a)                this Amendment has been duly executed and delivered by the Borrower and the Amended Credit Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity; and

 

(b)                the representations and warranties contained in Article 5 of the Amended Credit Agreement and the other Loan Documents are correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the First Amendment Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).

 

4.                   References. All references in the Credit Agreement to “this Agreement” “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement shall be deemed to refer to the Amended Credit Agreement; and any and all references in the Loan Documents to the Credit Agreement shall be deemed to refer to the Amended Credit Agreement. The Borrower acknowledges and agrees that, on and after the First Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

 

5.                   No Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Loan Document, whether or not known to Administrative Agent and whether or not existing on the date of this Amendment. Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

 

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6.                   Counterparts; Severability. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which counterparts, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) shall be equally as effective as delivery of an original executed counterpart of this Amendment; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, to the extent the Administrative Agent has agreed to accept any electronic signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such electronic signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such electronic signature and upon the request of the Administrative Agent or any Lender, any electronic signature shall be promptly followed by a manually executed counterpart. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

7.                   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 11.16(B) AND 11.17 OF THE AMENDED CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT TO THE SAME EXTENT AS IF FULLY SET FORTH HEREIN.

 

8.                   Indemnification. The Borrower hereby confirms that the indemnification provisions set forth in Section 11.05 of the Amended Credit Agreement shall apply to this Amendment and the transactions contemplated hereby.

 

9.                   Acknowledgement and Reaffirmation of Guarantors. Holdings and the Borrower acknowledge and agree on behalf of the Guarantors that this Amendment does not operate to reduce or discharge the Guarantors’ obligations under the Amended Credit Agreement and/or the Loan Documents. Holdings and the Borrower on behalf of each Guarantor hereby ratify and confirms such Guarantors’ obligations under the Loan Documents including, without limitation, the Guarantors’ guarantee of the Obligations and grant of the security interest in the Collateral (as defined in the Collateral Documents) to secure the Obligations.

 

[Signature Pages Follow]

 

-6-

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

 

  BLACK KNIGHT INFOSERV, LLC, as the Borrower
   
  By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and
Corporate Secretary

 

   
  BLACK KNIGHT FINANCIAL SERVICES, LLC,
  as Holdings
   
  By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and
Corporate Secretary

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent and Lender
   
  By: /s/ Inderjeet Aneja
    Name: Inderjeet Aneja
    Title: Executive Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

 

 

  Bank of America, N.A.,
  As a Revolving Credit Lender and Term Lender
     
By: /s/ Ravi Patel
    Name: Ravi Patel
    Title: Vice President

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  PNC Bank National Association, as Lender
     
  By: /s/ James Cullen
    Name: James Cullen
    Title: Senior Vice President

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Truist Bank, as successor by merger to SunTrust Bank,
  as Lender
     
  By: /s/ David Bennett
    Name: David Bennett
    Title: Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  U.S. Bank National Association, as Lender
   
  By: /s/ James F. Cooper
    Name: James F. Cooper
    Title: Sr. Vice President

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Wells Fargo Bank, N.A.,
  as a Revolving Credit Lender and Term Loan Lender
   
  By: /s/ Nathan Paouncic
    Name: Nathan Paouncic
    Title: Vice President

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

 

  Bank of Montreal,
  as a Revolving Credit Lender and Term Loan Lender
   
  By: /s/ Sean Ball
    Name: Sean Ball
    Title: Managing Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Capital One, National Association,
  as a Revolving Credit Lender and Term Loan Lender
   
  By: /s/ Nirmal Bivek
    Name: Nirmal Bivek
    Title: Duly Authorized Signatory

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

 

  Citizens Bank, N.A., as Lender
   
  By: /s/ Jason Hembree
    Name: Jason Hembree
    Title: Vice President

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Fifth Third Bank, National Association, as Lender
   
  By: /s/ Eric Oberfield
    Name: Eric Oberfield
    Title: Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Mizuho Bank, Ltd.,
  as a Revolving Credit Lender and Term Loan Lender
   
  By: /s/ Tracy Rahn
    Name: Tracy Rahn
    Title: Executive Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Regions Bank, as Lender
   
  By: /s/ Tyler Tirpak
    Name: Tyler Tirpak
    Title: Associate

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Truist Bank, formerly known as Branch Banking and Trust Company, as Lender
   
  By: /s/ David Bennett
    Name: David Bennett
    Title: Director

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

 

  Goldman Sachs Bank USA,
  as a Revolving Credit Lender
   
  By: /s/ David K. Gaskell
    Name: David K. Gaskell
    Title: Authorized Signer

 

[Signature Page to First Amendment to Amended and Restated Credit and Guaranty Agreement]

 

 

Exhibit 99.1

 

Certain Information Excerpted from the Company's Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD 

 

Our Competitive Strengths

 

We believe our competitive strengths include the following:

 

· Market leadership with comprehensive and integrated solutions. We are a leading provider of comprehensive and integrated solutions. We believe our leadership position is, in part, the result of our unique expertise and insight developed from over 55 years serving the needs of clients in the mortgage loan industry. We have used this insight to develop an integrated and comprehensive suite of proprietary software, data and analytics solutions to automate many of the mission-critical business processes across the entire homeownership lifecycle. These integrated solutions are designed to reduce manual processes, assist in improving organizational compliance and mitigating risk, and to ultimately deliver significant cost savings to our clients.

 

· Broad and deep client relationships with significant recurring revenues. We have long-standing, sticky relationships with our largest clients. We frequently enter into long-term contracts with our software solutions clients that contain a base fee that is contractually obligated. Our products are typically embedded within our clients’ mission-critical workflow and decision-making processes across various parts of their organizations.

 

· Ability to manage effectively through challenging environments. The strength of our business model and our ability to manage effectively through challenging environments have been demonstrated in the face of the headwinds from the COVID-19 pandemic. The effects of COVID-19 on our business have included certain revenues potentially being delayed beyond 2020. Specifically, the current mortgage loan foreclosure moratorium and forbearance plans offered as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) have reduced the number of foreclosures being processed on some of our software solutions. We also experienced some client implementation delays as many clients adjusted to a working-from-home environment while experiencing refinance origination volume increases as well as an extremely elevated number of customer service calls. We believe that the fundamentals of our business remain strong, and we continue to see positive momentum across the enterprise. In addition, we believe that our continual investment and innovation in digital mortgage loan solutions has positioned us well to serve our clients who are prioritizing automated technologies that enable remote work.

 

· Extensive data assets and analytics capabilities. We develop and maintain large, accurate and comprehensive data sets on the mortgage loan and housing industry that we believe are competitively differentiated. Our unique data sets provide a combination of public and proprietary data, and each of our data records features a large number of attributes. Our data scientists utilize our data sets, subject to any applicable use restrictions, and comprehensive analytical capabilities to create highly customized reports, including models of customer behavior for originators and servicers, portfolio analytics for capital markets and government agencies and proprietary market insights for real estate agencies. Our data and analytics capabilities are also embedded into our software solutions and workflow products, providing our clients with integrated and comprehensive solutions.

 

· Scalable and cost-effective operating model. We believe we have a highly attractive and scalable operating model derived from our market leadership, hosted software solutions and the large number of clients we serve. Our scalable operating model provides us with significant benefits. Our scale and operating leverage allows us to add incremental clients to our existing platforms with limited incremental cost. As a result, our operating model drives attractive margins and generates significant cash flow. Also, by leveraging our scale and leading market position, we are able to make cost-effective investments in our software solutions to assist with complex regulatory and compliance requirements, which we believe increases our value proposition to clients.

 

1

 

 

Our Strategy

 

Our comprehensive and integrated software solutions, broad and deep client relationships, ability to effectively manage through challenging environments, robust data and analytic capabilities, differentiated business model and other competitive strengths enable us to pursue multiple growth opportunities. We intend to continue to expand our business and grow through the following key strategies:

 

· Cross-sell existing products. We believe our established client base presents a substantial opportunity for growth. We seek to capitalize on the trend of standardization and increased adoption of leading third-party solutions and increase the number of solutions provided to our existing client base. We intend to broaden and deepen our client relationships by cross-selling our suite of end-to-end software solutions, as well as our robust data and analytics. By helping our clients understand the full extent of our comprehensive solutions and the value of leveraging the multiple solutions we offer, we believe we can expand our existing relationships by allowing our clients to focus on their core businesses and their customers.

 

· Win new clients. We intend to attract new clients by leveraging the value proposition provided by our software and comprehensive solutions offering. In particular, we believe there is a significant opportunity to penetrate the mid-tier mortgage loan originators and servicers market. We believe these institutions can benefit from our proven solutions suite in order to address complex regulatory requirements and compete more effectively in the evolving mortgage loan market. We intend to continue to pursue this channel and benefit from the low incremental cost of adding new clients to our scalable applications and infrastructure.

 

· Solution development and innovation. Our long-term vision is to be the industry-leading provider for participants of the mortgage and consumer loan, real estate and capital markets verticals for their platform, data and analytic needs. We intend to enhance what we believe is a leadership position by continuing to innovate our solutions and refine the insight we provide to our clients. We have a strong track record of introducing and developing new solutions that span the homeownership lifecycle, are tailored to specific industry trends and enhance our clients’ core operating functions. By working in partnership with key clients, we have been able to develop and market new and advanced solutions to our client base that meet the evolving demands of the mortgage and consumer loan, real estate and capital markets verticals. In addition, we will continue to develop and leverage insights from our large public and proprietary data assets to further improve our client value proposition.

 

· Selectively pursue strategic acquisitions. The core focus of our strategy is to grow organically. However, we may continue to selectively evaluate strategic acquisition opportunities that would allow us to expand our footprint, broaden our client base and deepen our product and service offerings. We believe that there are meaningful synergies that result from acquiring small companies that provide best-in-class single point solutions. Integrating and cross-selling these point solutions into our broader client base and integrating acquisitions into our efficient operating environment would potentially result in revenues and cost synergies.

 

· Execute on our growth strategy for Optimal Blue. We believe the acquisition of Optimal Blue has the potential to be highly accretive to both our growth and profitability metrics. Working with Optimal Blue’s proven management team who will join Black Knight, we expect to add industry-leading product, pricing and eligibility capabilities to our already robust set of solutions and enhance our already comprehensive data and analytics capabilities, which we believe will provide significant cross-selling opportunities. Its subscription-based recurring revenue model will also add to our already resilient business model.

 

Recent Developments

 

Optimal Blue Acquisition

 

On July 26, 2020, Black Knight, GTCR Fund XI/C, GTCR Blocker, GTCR Splitter, OB Holdings, OB Acquisition and OB Holdings, in its capacity as the Seller Representative, entered into the Purchase Agreement, pursuant to which Black Knight or its permitted assignee(s) will acquire from the Sellers all of the issued and outstanding equity in OB Acquisition and GTCR Blocker in the Optimal Blue Acquisition. Subject to the terms and conditions of the Purchase Agreement, Black Knight will pay aggregate consideration of $1.8 billion in cash, subject to customary adjustments. The Optimal Blue Acquisition is expected to close in the third quarter of 2020. For the twelve months ended June 30, 2020, Optimal Blue had an Adjusted EBITDA of $46.5 million and net earnings of $8.8 million. Optimal Blue Adjusted EBITDA is not a financial measure as defined by generally accepted accounting principles (“GAAP”) and is defined differently from similar metrics used by us. For a discussion of non-GAAP financial measures generally and a reconciliation of Optimal Blue Adjusted EBITDA to net earnings, the most closely comparable GAAP metric, see “—Summary Historical Consolidated Financial Data—Note 1” and “—Summary Historical Consolidated Financial Data—Reconciliation of Optimal Blue Non-GAAP Financial Measures.”

 

The completion of the Optimal Blue Acquisition is subject to customary closing conditions, including, among others, (a) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any law, injunction, judgment or order prohibiting the closing, (c) the truth and accuracy of the parties’ respective representations and warranties in the Purchase Agreement (subject to certain materiality thresholds), (d) the performance of the parties’ respective covenants and agreements in the Purchase Agreement (subject to certain materiality thresholds) and (e) the absence of a “material adverse effect” (as defined in the Purchase Agreement) with respect to OB Acquisition.

 

2

 

 

The parties have made customary representations and warranties and have agreed to customary covenants in the Purchase Agreement, including, among others, a covenant of OB Acquisition to conduct the business in the ordinary course in all material respects between the signing of the Purchase Agreement and the closing of the Optimal Blue Acquisition, and not to engage in certain actions during such period without the consent of Black Knight.

 

The Purchase Agreement may be terminated by Black Knight, on the one hand, or, the Seller Representative on the other hand, under certain circumstances, including if the closing is not consummated by July 26, 2021. In connection with the entrance into the Purchase Agreement, Black Knight entered into agreements with certain Sellers and other related parties containing, among other things, non-competition and non-solicitation provisions.

 

The foregoing description of the Purchase Agreement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to Current Report on Form 8-K filed on July 28, 2020 and incorporated by reference herein. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties and qualified by disclosures not reflected in the text of the Purchase Agreement, are not intended to provide factual, business, or financial information about the parties and may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for purposes of allocating risk between Black Knight, on the one hand, and the Sellers, on the other hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the public disclosures of Black Knight.

 

OB Acquisition has an aggregate amount of $152.5 million indebtedness outstanding (the “OB Debt Facilities”), which will be repaid in full in connection with the closing of the Optimal Blue Acquisition.

 

We intend to acquire Optimal Blue by way of a joint venture (the “Optimal Blue JV”) with Cannae Holdings, LLC (“Cannae”), a subsidiary of Cannae Holdings, Inc., and certain affiliated investment funds of Thomas H. Lee Partners, L.P. (“THL”). Each of Cannae and THL entered into a forward purchase agreement (each an “FPA”) with Black Knight pursuant to which each of them committed to purchase approximately 20% of the equity interests (approximately 40% in the aggregate) in the to-be-formed Optimal Blue JV, which will be a new subsidiary of Black Knight, for a purchase price of $290.0 million (the “Equity Investments”). The proceeds from the FPAs ($580.0 million in the aggregate) will be used to partially fund the cash consideration to be paid to the Sellers at the closing of the Optimal Blue Acquisition.

 

Three years after the closing of the Optimal Blue Acquisition, we will have call rights on THL’s and Cannae’s interests in the Optimal Blue JV at a call price equal to the greater of (i) the fair market value of such interests and (ii) an amount that would result in the multiple of THL’s return on investment to equal 2.0. In addition, THL and Cannae will have the right to put their respective interests in the Optimal Blue JV, at a put price equal to the fair market value of such interests, to (i) the Optimal Blue JV if there is a change of control of Black Knight or (ii) the Optimal Blue JV or Black Knight three years after the closing of the Optimal Blue Acquisition. We will have the option to satisfy the purchase price in connection with the exercise of any put or call right either in cash or Black Knight common stock other than a put in connection with a change of control of Black Knight, in which case the purchase price is payable only in cash.

 

We intend to contribute $750.0 million to the capital of Black Knight Technologies, LLC, a Delaware limited liability company and our wholly-owned indirect subsidiary (“Black Knight Technologies”), and the equity interests of our wholly-owned, indirect subsidiary, Compass Analytics, LLC (“Compass Analytics”), all of which Black Knight Technologies will contribute to the Optimal Blue JV. In addition, we intend to loan $500.0 million to the Optimal Blue JV, which will consummate the acquisition of Optimal Blue.

 

We refer to these transactions, collectively as the “Optimal JV Transactions.” After completion of the Optimal JV Transactions, we will hold approximately a 60% equity ownership interest in the Optimal Blue JV, which will own directly and indirectly 100% of the equity interest in Optimal Blue.

 

See “Risk Factors—Risks Relating to the Optimal Blue Acquisition,” “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisition Transactions.”

 

3

 

 

Investment in Dun & Bradstreet Holdings, Inc.

 

On July 6, 2020, DNB closed its previously announced initial public offering of common stock and concurrent private placement offering (the “DNB Private Placement”). On July 6, 2020, we invested $100.0 million in the DNB Private Placement. In connection with the closing of the DNB initial public offering, our limited partner interests in Star Parent L.P., the former ultimate parent of D&B, were exchanged for 54.8 million shares of DNB common stock (the “DNB Investment”), which represents ownership of approximately 13.0% of DNB.

 

Adjusted EBITDA for Optimal Blue also includes adjustments for:

 

· commission amortization;

 

· management fees paid to sponsors;

 

· restructuring costs; and

 

· costs associated with non-recurring consulting engagements.

 

Reconciliation of Optimal Blue Non-GAAP Financial Measures

 

    Twelve months
ended 		 
(Dollars in millions)   June 30, 2020  
Net earnings   $ 8.8  
Depreciation and amortization     17.0  
Interest expense, net     14.0  
Income tax, expense (benefit)     (0.1 )
EBITDA     39.7  
Commission amortization     2.0  
Equity-based compensation     2.2  
Sponsor management fees     0.8  
Restructuring expenses     0.3  
Non-recurring consulting     1.0  
Acquisition-related costs     0.5  
Adjusted EBITDA   $ 46.5  

 

4

 

 

Risks Relating to the Optimal Blue Acquisition

 

We may not be successful in completing the Optimal Blue Acquisition.

 

The consummation of the Optimal Blue Acquisition is subject to certain conditions as set forth in the Purchase Agreement. If the conditions to the consummation of the Optimal Blue Acquisition are not satisfied, or if the Purchase Agreement is terminated prior to closing, the Optimal Blue Acquisition will not be consummated. If the Optimal Blue Acquisition is not consummated on or before the Outside Date, or if we deliver a termination notice to the Escrow Agent indicating that we will not pursue the consummation of the Acquisition or have determined in our sole discretion that the Purchase Funding Condition cannot or is not reasonably likely to be satisfied prior to the Outside Date, we will be required to redeem all of the outstanding notes at a redemption price equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest to, but not including, the date of redemption. See “—Risks Relating to the Notes—In the event that the Optimal Blue Acquisition is not consummated on or prior to the Outside Date or we have determined in our sole discretion that the Purchase Funding Condition cannot or is not reasonably likely to be satisfied prior thereto, the notes will be subject to a Special Mandatory Redemption, and, as a result, you may not obtain the return you expect on the notes.” Furthermore, the parties to the Purchase Agreement could amend the Purchase Agreement without any consent of the holders of the notes offered hereby, and such amendments could materially change the terms of the Purchase Agreement or otherwise result in less favorable terms for us.

 

We will incur significant transaction and acquisition-related costs in connection with the Optimal Blue Acquisition.

 

We expect to incur significant costs associated with the Optimal Blue Acquisition and combining the operations of the two companies, including costs to achieve targeted cost-savings. The substantial majority of the expenses resulting from the Acquisition will be composed of transaction costs related to the Optimal Blue Acquisition, systems consolidation costs, and business integration related costs. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset incremental transaction and acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all.

 

5

 

 

Risk Relating to the Company following the Optimal Blue Acquisition

 

The integration of Optimal Blue may not be as successful as anticipated, and we may not achieve the intended benefits or do so within the intended timeframe.

 

The Optimal Blue Acquisition involves numerous operational, strategic, financial, accounting, legal, tax and other risks, including potential liabilities associated with the acquired business. Difficulties in integrating Optimal Blue and our ability to manage the combined company, may result in the combined company performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies, and could have an adverse effect on our financial condition, results of operations or cash flows. Potential difficulties that may be encountered in the integration process include, among other factors:

 

· the inability to successfully integrate the businesses of Optimal Blue, operationally and culturally, in a manner that permits us to achieve the full cost savings anticipated from the Optimal Blue Acquisition, which includes the combination of Compass Analytics solutions with similar Optimal Blue solutions;

 

· not realizing anticipated operating synergies;

 

· not realizing revenue synergies;

 

· potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Optimal Blue Acquisition; and

 

· integrating relationships with clients, vendors and business partners.

 

Additionally, the success of the Optimal Blue Acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining Optimal Blue’s and our businesses, including operational and other synergies that we believe the combined company will achieve. The anticipated benefits and cost savings of the Optimal Blue Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that we have made, such as the achievement of operating synergies, may not be realized.

 

6

 

 

Use of Proceeds

 

We estimate that the net proceeds to us from the sale of the notes in this offering will be approximately $              million, after deducting the initial purchasers’ discount and estimated offering expenses. The net proceeds from this offering will be deposited into the escrow account. Upon release from escrow, if the Purchase Funding Condition has been satisfied, we intend to use the net proceeds of this offering, together with cash on hand, borrowings under the 2018 Revolving Credit Facility and the Equity Investments to finance the cash consideration for the Optimal Blue Acquisition, including repayment of any remaining amounts outstanding under the OB Debt Facilities, and to pay related fees and expenses. If a Special Mandatory Redemption Event has occurred, we intend to use the net proceeds from this offering to fund, in part, the redemption of the notes at the Special Mandatory Redemption Price. See “Description of Notes—Escrow of Proceeds; Special Mandatory Redemption.”

 

The following table summarizes the estimated sources and uses of funds in connection with the Optimal Blue Acquisition. Actual amounts set forth in the table and the accompanying footnotes will vary from estimated amounts depending on several factors, including our estimate of the costs of repayment of existing indebtedness and our estimate of fees and expenses in connection with the Optimal Blue Acquisition.

 

Sources of Funds (in millions)      
Existing cash   $ 100.0  
2018 Revolving Credit Facility(1)     400.0  
Notes offered hereby(2)     750.0  
Equity Investments(3)     580.0  
Total sources   $ 1,830.0  

 

Uses of Funds (in millions)      
Optimal Blue Acquisition   $ 1,800.0  
Fees and Expenses/Other(4)     30.0  
         
Total uses   $ 1,830.0  

 

 

 

(1) The $750.0 million 2018 Revolving Credit Facility of which $400.0 million is expected to be drawn in connection with the Optimal Blue Acquisition. See “Description of Other Indebtedness.”

 

(2) Represents the principal amount of the notes offered hereby and does not reflect the initial purchasers’ discount or estimated fees and expenses related to the offering.

 

(3) Represents each of Cannae’s and THL’s subscription for a 20% JV interest in exchange for $290.0 million.

 

(4) Consists of our estimate of fees and expenses associated with the Optimal Blue Acquisition, including placement fees, initial purchasers’ discount in respect of this offering, arranging fees and other financing fees and other transaction costs and advisory and professional fees.

 

7

 

 

Capitalization

 

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2020:

 

· on an actual basis;

 

· on an as adjusted basis to give effect to (i) this offering (but not the application of proceeds therefrom, including financing a portion of the cash consideration for the Optimal Blue Acquisition), prior to deducting the initial purchasers’ discount and estimated offering expenses and (ii) the $100.0 million in cash invested in the DNB Private Placement on July 6, 2020; and

 

· on a pro forma as adjusted basis to give effect to (i) the Optimal Blue Acquisition as if it had occurred on June 30, 2020, (ii) this offering including the application of proceeds, prior to deducting the initial purchasers’ discount and estimated offering expenses therefrom and (iii) the $100.0 million in cash invested in the DNB Private Placement on July 6, 2020.

 

This table should be read in conjunction with “Use of Proceeds” and our consolidated financial statements and related notes thereto and the other information included or incorporated by reference into this offering memorandum.

 

    As of June 30, 2020  
(Dollars in millions)   Actual     As adjusted for
this offering(1) 		    Pro forma as
further adjusted
for the Optimal
Blue
Acquisition 		 
Cash and cash equivalents   $ 228.2     $ 878.2     $ 28.2  
Debt:                        
2018 Term A Loan Facility   $ 1,179.7     $ 1,179.7     $ 1,179.7  
2018 Revolving Credit Facility(2)     —       —       400.0  
Other     24.7       24.7       24.7  
Notes offered hereby     —       750.0       750.0  
Total debt     1,204.4       1,954.4       2,354.4  
Total shareholders’ equity     2,453.2       2,453.2       2,453.2  
Total capitalization   $ 3,657.6     $ 4,407.6     $ 4,807.6  

 

 

 

(1) As adjusted includes (i) the net proceeds from this offering and (ii) the $100.0 million in cash invested in the DNB Private Placement on July 6, 2020. The net proceeds of this offering will be deposited into an escrow account upon the closing of this offering, and transaction costs related to this offering will be paid as set forth in footnote (3) below. See “Use of Proceeds.”

 

(2) Reflects borrowings of $400.0 million under the $750.0 million 2018 Revolving Credit Facility to fund a portion of the Optimal Blue Acquisition. As of June 30, 2020, we had $750.0 million available for borrowing under the 2018 Revolving Credit Facility. As of June 30, 2020, on a pro forma basis, after giving effect to the Optimal Blue Acquisition and this offering we would have had $400.0 million of secured borrowings under our 2018 Revolving Credit Facility, and we would have had $350.0 million available for additional borrowing under the 2018 Revolving Credit Facility. The Company draws from the 2018 Revolving Credit Facility for general corporate purposes from time to time. The borrowings under the 2018 Revolving Credit Facility reflected in the table above are to pay the transaction costs of this offering and the Optimal Blue Acquisition. At the time of the Optimal Blue Acquisition closing, the Company may elect to use cash on hand rather than such borrowings under the 2018 Revolving Credit Facility to fund such costs.

 

8

 

Exhibit 99.2

 

BK_TD+A_LOGO_RGB_REGMARK

 

Press Release

 

For more information:

 

Michelle Kersch Steve Eagerton
Black Knight, Inc. Black Knight, Inc.
904.854.5043 904.854.3683
michelle.kersch@bkfs.com steve.eagerton@bkfs.com

 

Black Knight Announces Proposed Offering of $750 Million of Senior Notes Due 2028

 

JACKSONVILLE, Fla. – August 11, 2020 – Black Knight, Inc. (NYSE:BKI) (“Black Knight” or the “Company”), today announced that its indirect, wholly-owned subsidiary, Black Knight InfoServ, LLC (“BKIS”), intends to offer and sell, subject to market and other conditions, an aggregate principal amount of $750 million Senior Unsecured Notes due 2028 (the “Senior Notes”). The Senior Notes are expected to be guaranteed on a senior unsecured basis by Black Knight and by BKIS’s direct parent entity and substantially all of BKIS’s wholly-owned restricted subsidiaries that guarantee its credit facility. The Senior Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. persons under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

 

The net proceeds of the proposed offering will be deposited into an escrow account upon the closing of the offering. Upon release from escrow, Black Knight intends to use the net proceeds of the issuance of the Senior Notes, together with cash on hand and borrowings under its revolving credit facility, to finance a portion of the cash consideration for its previously announced pending acquisition of Optimal Blue Holdings, LLC (“Optimal Blue”), including repayment of any remaining amounts outstanding under the Optimal Blue debt facilities, and to pay related fees and expenses. The offering is not contingent upon the consummation of the acquisition of Optimal Blue, although the Senior Notes are subject to a special mandatory redemption if the Optimal Blue acquisition is not consummated.

 

The offer and sale of the Senior Notes have not been registered under the Securities Act, or any other securities laws, and the Senior Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes. All offers of the Senior Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135(c).

 

About Black Knight, Inc.

 

Black Knight (NYSE: BKI) is a leading provider of integrated software, data and analytics solutions that facilitate and automate many of the business processes across the homeownership lifecycle.

 

As a leading fintech, Black Knight is committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership.

 

 

 

 

Forward-Looking Statements and Risk Factors

 

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Black Knight management's beliefs, as well as assumptions made by, and information currently available to them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Black Knight undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

The risks and uncertainties that forward-looking statements are subject to include, but are not limited to:

 

· satisfaction of the conditions to closing the acquisition of Optimal Blue, LLC ("Optimal Blue") and consummate the transaction, including the receipt of regulatory approvals;

 

· our ability to obtain debt financing to finance the acquisition of Optimal Blue on reasonable terms;

 

· changes in general economic, business, regulatory and political conditions, including those resulting from pandemics such as COVID-19, particularly as they affect foreclosures and the mortgage industry;

 

· the outbreak of COVID-19 and measures to reduce its spread, including the effect of governmental or voluntary actions such as business shutdowns and stay-at-home orders;

 

· security breaches against our information systems;

 

· our ability to maintain and grow our relationships with clients;

 

· changes to the laws, rules and regulations that affect our and our clients’ business;

 

· our ability to adapt our services to changes in technology or the marketplace or to achieve our growth strategies;

 

· our ability to protect our proprietary software and information rights;

 

· the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation;

 

· risks associated with the availability of data;

 

· the effects of our existing leverage on our ability to make acquisitions and invest in our business;

 

· our ability to successfully integrate strategic acquisitions;

 

· risks associated with our investment in Dun & Bradstreet Holdings, Inc. (“DNB”);

 

· there will be limited covenants and no financial covenants in the indenture governing the Senior Notes;

 

· our ability to service and repay the Senior Notes will be dependent on the cash flow generated by our subsidiaries;

 

· the restrictive covenants governing our indebtedness;

 

· a breach of the covenants governing our indebtedness could trigger a default resulting in the acceleration of the related debt;

 

 

 

 

· the Senior Notes will be effectively subordinated to our and our subsidiary guarantors’ indebtedness under our credit agreement and other secured indebtedness to the extent of the value of the assets securing those obligations;

 

· the Senior Notes will be structurally subordinated to all obligations of our subsidiaries that are not guarantors of the Senior Notes;

 

· the lenders under our credit agreement will have the discretion to release the guarantors under our credit agreement, which will cause those guarantors to be released from their guarantees of the Senior Notes;

 

· an active after-market for the Senior Notes may not develop;

 

· there may be changes in our credit ratings or the debt market;

 

· we may issue additional notes;

 

· we may not be able to repurchase the Senior Notes upon a change of control;

 

· certain corporate events may not trigger a change of control, in which case we will not be required to redeem the Senior Notes;

 

· the downgrade, suspension or withdrawal of the rating assigned to the us or the Senior Notes; and

 

· there may be difficult and volatile conditions in the market and economy.

 

This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Statements,” “Risk Factors,” and other sections of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission.

 

Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this press release. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.