Black Knight, Inc. (NYSE:BKI) (“Black Knight” or the “Company”), today announced that its indirect, wholly-owned subsidiary, Black Knight InfoServ, LLC (“BKIS”), intends to offer and sell, subject to market and other conditions, an aggregate principal amount of $750 million Senior Unsecured Notes due 2028 (the “Senior Notes”). The Senior Notes are expected to be guaranteed on a senior unsecured basis by Black Knight and by BKIS’s direct parent entity and substantially all of BKIS’s wholly-owned restricted subsidiaries that guarantee its credit facility. The Senior Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. persons under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The net proceeds of the proposed offering will be deposited into an escrow account upon the closing of the offering. Upon release from escrow, Black Knight intends to use the net proceeds of the issuance of the Senior Notes, together with cash on hand and borrowings under its revolving credit facility, to finance a portion of the cash consideration for its previously announced pending acquisition of Optimal Blue Holdings, LLC (“Optimal Blue”), including repayment of any remaining amounts outstanding under the Optimal Blue debt facilities, and to pay related fees and expenses. The offering is not contingent upon the consummation of the acquisition of Optimal Blue, although the Senior Notes are subject to a special mandatory redemption if the Optimal Blue acquisition is not consummated.
The offer and sale of the Senior Notes have not been registered under the Securities Act, or any other securities laws, and the Senior Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes. All offers of the Senior Notes will be made only by means of a private offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135(c).