Summary
Intercontinental Exchange, Inc. (ICE) announced a significant definitive agreement to acquire Black Knight, Inc. (BKI) through a merger. Under the terms, BKI shareholders will receive a combination of cash and ICE common stock, with the cash component per share being a base amount plus a variable amount based on ICE's average stock price over a ten-day period leading up to closing. The total cash consideration for the transaction is capped at $10.505 billion. ICE intends to finance the cash portion of the acquisition through a mix of existing cash, debt issuances (including unsecured notes), and a new term loan facility. A 364-day senior unsecured bridge facility of up to $14 billion is committed to backstop this financing. The acquisition is subject to customary closing conditions, including BKI shareholder approval and regulatory clearances, such as HSR review. This move signifies a major strategic expansion for ICE within the mortgage technology and data services space, building on its existing capabilities.
Key Highlights
- 1ICE enters into a definitive Agreement and Plan of Merger to acquire Black Knight, Inc. (BKI).
- 2BKI shareholders will receive a mix of cash and ICE common stock, with the cash component subject to a fixed price plus a variable ICE stock price component.
- 3The total cash consideration for the acquisition is approximately $10.505 billion.
- 4ICE plans to fund the cash portion of the merger using existing cash, permanent debt financing (notes/term loan), and a $14 billion bridge facility as a backup.
- 5The transaction is subject to customary closing conditions, including BKI shareholder approval and antitrust clearance (HSR Act).
- 6Certain BKI equity awards, including restricted stock awards and RSUs, will vest and be converted into merger consideration or assumed by ICE.
- 7The agreement includes customary representations, warranties, and covenants, as well as termination rights and fees for both parties under specific circumstances.