JACKSONVILLE, Fla — June 16, 2020 – Black Knight, Inc. (NYSE: BKI) (“Black Knight” or the “Company”) today announced the pricing of the previously announced underwritten public offering, pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The offering is for 6,200,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 930,000 shares of the Common Stock, at the public offering price, less the underwriting discount. The offering is expected to close on June 19, 2020, subject to customary closing conditions.
Black Knight anticipates that the gross proceeds from the offering will be $435,550,000, before deducting the underwriting discount and estimated offering expenses payable by Black Knight. Black Knight intends to use the net proceeds from the offering to repay amounts outstanding under its revolving credit facility and for working capital and general corporate purposes, which may include future acquisitions and investments.
BofA Securities, J.P. Morgan and Wells Fargo Securities are acting as the lead book-running managers for the offering. SunTrust Robinson Humphrey, Inc. is also acting as a book-running manager for the offering. BTIG, PNC Capital Markets LLC, BMO Capital Markets and Capital One Securities are acting as co-managers for the offering.
An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed with the SEC on June 16, 2020 and became effective upon filing. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement as well as the prospectus supplement related to this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the offering may also be obtained from: BofA Securities, address: NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte North Carolina 28255-0001, Attn: Prospectus Department, or by emailing firstname.lastname@example.org or J.P. Morgan Securities LLC, collect at (212) 834-4533.
The offering of these securities will be made only by means of a prospectus supplement and the accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer to buy the securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.
About Black Knight, Inc.
Black Knight (NYSE: BKI) is a leading provider of integrated software, data and analytics solutions that facilitate and automate many of the business processes across the homeownership lifecycle.
As a leading fintech, Black Knight is committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Black Knight management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Black Knight undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The risks and uncertainties that forward-looking statements are subject to include, but are not limited to:
- changes in general economic, business, regulatory and political conditions, including those resulting from pandemics such as COVID-19, particularly as they affect foreclosures and the mortgage industry;
- the outbreak of COVID-19 and measures to reduce its spread, including the effect of governmental or voluntary actions such as business shutdowns and stay-at-home orders;
- security breaches against our information systems;
- our ability to maintain and grow our relationships with clients;
- changes to the laws, rules and regulations that affect our and our clients’ business;
- our ability to adapt our services to changes in technology or the marketplace or to achieve our growth strategies;
- our ability to protect our proprietary software and information rights;
- the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation;
- risks associated with the availability of data;
- the effects of our existing leverage on our ability to make acquisitions and invest in our business;
- our ability to successfully integrate strategic acquisitions; and
- risks associated with our investment in Star Parent, L.P. and the operating of its indirect subsidiary, The Dun and Bradstreet Corporation.
This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Statements,” “Risk Factors,” and other sections of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other filings with the SEC.
Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this press release. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.