8-KMaterial AgreementsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Material Agreement (May 6, 2022)

Filed May 6, 2022For Securities:ICE

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.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement, specifically an Agreement and Plan of Merger, between Intercontinental Exchange, Inc. (ICE) and Black Knight, Inc. (BKI) for ICE to acquire BKI.

Black Knight shareholders will receive a combination of cash and ICE common stock. The consideration per share will be a fixed cash amount ($68.00) plus a variable amount based on the average trading price of ICE common stock over a specific ten-day period, or shares of ICE common stock equivalent to this cash value. There is a proration mechanism to ensure the total cash paid does not exceed approximately $10.505 billion.

ICE expects to fund the cash component of the merger through a combination of available cash, proceeds from the issuance of debt instruments (such as unsecured notes), and a new delayed draw term loan facility. As a backup, ICE has secured a $14 billion senior unsecured bridge facility.

The completion of the merger is contingent upon several conditions, including the adoption of the merger agreement by Black Knight shareholders, the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of any prohibitory laws or injunctions, the effectiveness of a registration statement for the ICE shares to be issued, and the authorization for listing of these shares on the NYSE. Both parties must also be in material compliance with their obligations.