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MortgagePoint September 2023

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MortgagePoint » Your Trusted Source for Mortgage Banking and Servicing News 26 September 2023 Industry Update ICE COMPLETES ACQUISITION OF BLACK KNIGHT FOR APPROXIMATELY $12B I ntercontinental Exchange, Inc. (ICE)—a provider of data, technology, and market infrastructure—and Black Knight, Inc., a software, data and analytics company that serves the housing finance continuum, have announced that ICE has completed its acqui- sition of Black Knight. The Black Knight acquisition follows ICE's 2020 acquisition of Ellie Mae, its 2019 acquisition of Simplifile, and its 2018 acqui- sition of Mortgage Electronic Registrations Systems (MERS), which together created the foundation of its ICE Mortgage Technology business segment. ICE Mortgage Technology combines data and expertise to help auto- mate the mortgage process, from consumer engagement through loan registration, and every step in between. "Since our founding over 20 years ago, ICE has steadfastly adhered to our founding principle, demonstrated throughout our history, that applying technological innova- tion and digitization to traditionally analog businesses can make markets more efficient and transparent for all participants," said Jeffrey C. Sprecher, ICE's Founder, Chair and CEO. "Our team is well-positioned and ready to apply our proven playbook across the U.S. mortgage ecosystem to help improve the homeownership experience for millions of American families." As previously announced, subject to the proration procedures specified in the Agree- ment and Plan of Merger entered into by ICE and Black Knight on May 4, 2022 and amended on March 7, 2023, Black Knight stockholders were entitled to elect to receive, in exchange for each issued and outstanding share of Black Knight common stock they owned: » An amount in cash equal to the sum, rounded to the nearest one tenth of a cent, of (x) $68.00 plus (y) the product, rounded to the nearest one 10th of a cent, of 0.0682 multiplied by the average of the volume weighted averages of the trading prices of ICE common stock on the New York Stock Exchange on each of the 10 consecutive trading days ended on (and including) the trading day that was three trading days pri- or to the date on which the effective time of the acquisition occurred (the "Closing 10-Day Average ICE VWAP"); or » A number of validly issued, fully paid and nonassessable shares of ICE common stock as is equal to the quotient, rounded to the nearest one ten thousandth, of (x) the Per Share Cash Consideration divided by (y) the Closing 10-Day Average ICE VWAP. The elections of Black Knight stockhold- ers are subject to proration in accordance with the terms of the Merger Agreement, which is applicable in the event one form of merger consideration is undersubscribed or oversub- scribed. The Merger Agreement provides that the aggregate amount of cash consideration will equal $10,505,000,000. The total number of shares of Black Knight common stock that will convert into the right to receive the Per Share Cash Consideration will equal the quotient, rounded down to the nearest whole share, of the Cash Component divided by the Per Share Cash Consideration. All the remain- ing shares of Black Knight common stock not receiving the Per Share Cash Consideration will be converted into the right to receive the Per Share Stock Consideration. On August 31, the Federal Trade Com- mission (FTC) approved a proposed consent order to resolve antitrust concerns surround- ing ICE's proposed acquisition of Black Knight. The proposed settlement ensures Black Knight's divestiture of Empower and Optimal Blue. The FTC also secured other concessions to promote the success of the divested businesses. The proposed consent order settles FTC charges that ICE's deal with Black Knight, which combines the two top mortgage technology providers, would drive up costs, reduce innovation, and limit lend- ers' choices for mortgage origination tools. "This deal as originally structured would have reduced competition in key areas of the mortgage origination process, raising costs for lenders and homebuyers," said Henry Liu, Director of the FTC's Bureau of Competition. "To address these concerns, the Commission's order provides structural relief and a variety of tools to preserve competition in these critical markets." Under terms of the consent order, ICE and Black Knight are required, for the next 10 years, to seek prior approval from the FTC before either reacquiring any divested asset or acquiring an interest in a loan origination system business. The consent order also re- quires the companies to provide prior notice

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