Big changes don't happen overnight.
There's a lot of speculation and behind-the-scenes work to be done before the pending acquisition of Black Knight by International Exchange Inc (ICE) takes place.
For one, there's the anticipated industry antitrust contentions that the merger deal would harm competition in the mortgage tech solutions marketplace. For another, whether ICE could Iobtain approval from Black Knight's shareholders.
According to a July 10-Q filing with the SEC
for the quarterly period ending June 30, 2022, ICE said the transaction is expected to close in the first half of 2023 following the receipt of regulatory approvals and the satisfaction of customary closing conditions.
On July 22, ICE filed an amended proxy statement/ prospectus with the SEC, which is under review by the commission. According to the filing, the board of directors of Black Knight and ICE unanimously approved an agreement for ICE’s acquisition of Black Knight.
“ICE is expected to issue about 22.2 million shares of ICE common stock in the aggregate in the merger,” the filing said.
Pending Acquisition of Black Knight, Inc. -- ICE statement in 10-Q filing document
- On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets. Pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger agreement,” Sub will merge with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.
- As of May 4, 2022, the transaction was valued at approximately $13.1 billion, or $85 per share of Black Knight common stock, with cash comprising 80% of the value of the aggregate transaction consideration and shares of our common stock comprising 20% of the value of the aggregate transaction consideration at that time. The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger.
- This transaction builds on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.
- Black Knight provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets. We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.
- The transaction is expected to close in the first half of 2023, following the receipt of regulatory approvals and the satisfaction of customary closing conditions. On July 22, 2022, we filed an amended preliminary proxy statement/prospectus on Form S-4 with the SEC, which is undergoing review by the SEC.