What is the primary purpose of this 8-K filing?

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.

How will Black Knight shareholders be compensated in this acquisition?

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.

How does ICE plan to finance this acquisition?

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.

What are the key conditions for the merger to be completed?

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.

ICE 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed May 6, 2022. Cited figures are marked; the original filing is the authoritative source.

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^a. 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^b 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.

02—Key points

Key Highlights

ICE enters into a definitive Agreement and Plan of Merger to acquire Black Knight, Inc. (BKI).
BKI 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.
The total cash consideration for the acquisition is approximately $10.505 billion.
ICE 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.
The transaction is subject to customary closing conditions, including BKI shareholder approval and antitrust clearance (HSR Act).
Certain BKI equity awards, including restricted stock awards and RSUs, will vest and be converted into merger consideration or assumed by ICE.
The agreement includes customary representations, warranties, and covenants, as well as termination rights and fees for both parties under specific circumstances.

03—Questions

Frequently Asked Questions

What is the primary purpose of this 8-K filing?
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.
How will Black Knight shareholders be compensated in this acquisition?
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.
How does ICE plan to finance this acquisition?
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.
What are the key conditions for the merger to be completed?
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.

04—Continue

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