01—Abstract
Summary
Summary of the 8-K filed August 7, 2023. Cited figures are marked; the original filing is the authoritative source.
Intercontinental Exchange (ICE) and Black Knight have entered into a timing agreement with the Federal Trade Commission (FTC) on August 6, 2023, which was announced on August 7, 2023.
This agreement leads to the dismissal of the FTC's lawsuit challenging ICE's proposed acquisition of Black Knight and the dissolution of a temporary restraining order. The parties have agreed not to close the merger before ten calendar days after executing an Agreement Containing Consent Order (ACCO) with the FTC. The agreement sets a deadline of August 25, 2023, for reaching a mutually acceptable ACCO, though this is subject to extension.
Failure to reach an agreement by this date allows any party to unilaterally terminate the timing agreement. This development marks a significant step forward in the regulatory review process, aiming to resolve the FTC's concerns and pave the way for the potential completion of the acquisition, subject to the finalization of the consent order.
02—Key points
Key Highlights
- ICE and Black Knight entered into a Timing Agreement with the FTC on August 6, 2023.
- The FTC's lawsuit challenging the acquisition of Black Knight by ICE will be dismissed.
- A temporary restraining order previously in place has been dissolved.
- The parties have agreed not to close the merger until 10 days after executing an Agreement Containing Consent Order (ACCO) with the FTC.
- A deadline of August 25, 2023, is set for reaching a mutually acceptable ACCO, with provisions for extension.
- Any party can unilaterally terminate the Timing Agreement if an ACCO is not executed by the deadline.
- This agreement signifies progress in the regulatory review process for the acquisition.
03—Questions
Frequently Asked Questions
What is the main purpose of the Timing Agreement between ICE, Black Knight, and the FTC?
The Timing Agreement aims to resolve the FTC's concerns regarding ICE's proposed acquisition of Black Knight. It leads to the dismissal of the FTC's lawsuit and the dissolution of a temporary restraining order, while establishing a framework and timeline for reaching a consent order that would allow the merger to proceed.
What is the new timeline for the potential closing of the Black Knight acquisition?
The merger cannot be consummated before ten calendar days after ICE and Black Knight execute an Agreement Containing Consent Order (ACCO) with the FTC. The parties have a target date of August 25, 2023, to reach this ACCO, though this date can be extended. If an ACCO is not agreed upon by this date, any party may terminate the agreement.
What happens if ICE and Black Knight cannot reach an Agreement Containing Consent Order (ACCO) with the FTC by August 25, 2023?
If an ACCO is not executed by the August 25, 2023 deadline, any party to the Timing Agreement (ICE, Black Knight, or the FTC) has the right to unilaterally terminate the agreement with three calendar days' written notice to the others.
Does this Timing Agreement guarantee the completion of the Black Knight acquisition?
No, it does not guarantee completion. While the agreement represents significant progress by addressing the FTC's lawsuit and setting a path towards a consent order, the acquisition is still contingent upon the parties reaching a mutually acceptable ACCO and fulfilling other closing conditions. There is a risk that an ACCO may not be reached or that conditions to closing may not be met.
04—Continue