Item 7.01. Regulation FD Disclosure
On November
18, 2022, Black Knight, Inc. (“Black Knight”) issued a press
release announcing that it has entered into a definitive
transaction agreement to sell its TitlePoint line of business
(“TitlePoint”) to an affiliate of Fidelity National Financial, Inc.
(“FNF”) for $225 million in cash, subject to a customary working
capital adjustment as set forth in the definitive transaction
agreement.
In
connection with the contribution of Property Insight, LLC, which
included TitlePoint, by affiliates of FNF to an affiliate of Black
Knight, pursuant to an agreement entered into among affiliates of
Black Knight and FNF in 2014, Black Knight had previously granted
FNF a right to repurchase the entity that previously held the
TitlePoint business in the event of a change in control of Black
Knight. In connection with the pending acquisition of Black Knight
by Intercontinental Exchange, Inc. (“ICE”), FNF notified Black
Knight of its desire to repurchase TitlePoint. The sale of
TitlePoint is not conditioned on the completion of ICE’s
acquisition of Black Knight.
The
completion of the TitlePoint transaction is subject to customary
closing conditions and is expected to close in December 2022. A
copy of the press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.
For the nine months ended
September 30, 2022, Revenues, Earnings before interest, tax,
depreciation and amortization (“EBITDA”) and Operating income
related to Black Knight’s TitlePoint line of business were
approximately $31.2 million, $15.6 million and $14.0 million,
respectively. For the three months ended September 30, 2022,
Revenues related to Black Knight’s TitlePoint line of business were
approximately $10.1 million, which includes revenues of $7.2
million that were more sensitive to fluctuations in home buying
activity and origination volumes. Revenues, EBITDA and Operating
income are presented in conformity with Accounting Standards
Codification Topic 280, Segment
Reporting. For this reason,
these measures are excluded from the definition of non-GAAP
financial measures under the Securities and Exchange Commission’s
Regulation G and Item 10(e) of Regulation S-K.
The information in this Current
Report is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
The information in this Current Report shall not be
incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as
amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits