On August 7, 2023, Intercontinental Exchange, Inc., a Delaware corporation (“ICE”), and Black Knight, Inc., a Delaware corporation (“Black Knight”), issued a joint press release announcing the entry into a timing agreement (the “Timing Agreement”) with the Federal Trade Commission (the “FTC”), pursuant to which (i) the FTC, Black Knight and ICE jointly stipulated to dismiss the FTC’s federal lawsuit challenging ICE’s proposed acquisition of Black Knight (the “Merger”), pursuant to the previously disclosed Agreement and Plan of Merger, dated as of May 4, 2022, among Black Knight, ICE and Sand Merger Sub Corporation (as amended by the parties thereto on March 7, 2023), and dissolve the temporary restraining order that was previously in place and (ii) Black Knight and ICE agreed to refrain from consummating the Merger prior to 11:59 p.m. Eastern Time on the date that is ten (10) calendar days after the parties execute an Agreement Containing Consent Order (an “ACCO”) regarding the Merger for submission to the FTC. The Timing Agreement provides certain deadlines and milestones for a mutually acceptable ACCO by August 25, 2023 (subject to extension in certain circumstances); if the parties do not execute an ACCO by August 25, 2023, any party may unilaterally terminate the Timing Agreement with three calendar days written notice to all other parties.
A copy of the joint press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about Black Knight’s or ICE’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may,” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the proposed acquisition of Black Knight by ICE (the “Transaction”), including future financial and operating results, Black Knight’s or ICE’s plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, the expected form and timing of debt financing to fund the Transaction and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to factors previously disclosed in Black Knight’s and ICE’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change, or other circumstance that could give rise to the right
