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EX-99.1 - EXHIBIT 99.1 - Black Knight, Inc.ex991-pressreleasex43018.htm
EX-10.1 - EXHIBIT 10.1 - Black Knight, Inc.ex101-creditagreementx43018.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 30, 2018
 
BLACK KNIGHT, INC.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
 
001-37394
 
81-5265638
(State or Other Jurisdiction of
 
(Commission File Number)
 
(I.R.S. Employer Identification
Incorporation)
 
 
 
Number)
 
601 Riverside Avenue
Jacksonville, Florida 32204
(Address of Principal Executive Offices, including Zip Code)
 
(904) 854-5100
(Registrant’s Telephone Number, including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 1.01    Entry into a Material Definitive Agreement

On April 30, 2018 (the “Closing Date”), Black Knight InfoServ, LLC, a Delaware limited liability company (“BKIS”), an indirect subsidiary of Black Knight, Inc., a Delaware corporation (“Black Knight”), entered into an amended and restated credit and guaranty agreement (the “BKIS Credit Agreement”), dated as of April 30, 2018, with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the guarantors party thereto, the other agents party thereto and the lenders party thereto.

The BKIS Credit Agreement provides for (i) a $1.25 billion term loan A facility (the “Term Facility”) and (ii) a $750 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, collectively, the “Facilities”), the proceeds of which were used to repay in full the indebtedness outstanding under the original BKIS Credit Agreement, dated as of May 27, 2015 (as amended), and to pay related fees and expenses.

The loans under the Term Facility and the Revolving Credit Facility mature on April 30, 2023. The Facilities are guaranteed by all of BKIS’s wholly-owned domestic restricted subsidiaries and Black Knight Financial Services, LLC, a Delaware limited liability company and the direct parent company of BKIS (“Holdings”), and are secured by associated collateral agreements that pledge a lien on substantially all of BKIS’s assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions.

The Term Facility is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, commencing on September 30, 2018, equal to approximately 1.9% of the principal amount of the term loans in the first year after the Closing Date, 2.5% of the principal amount of the term loans in the second year after the Closing Date, 5.0% of the principal amount of the term loans in the third year after the Closing Date, 5.0% of the principal amount of the term loans in the fourth year after the Closing Date and 10.0% of the principal amount of the term loans in the fifth year after the Closing Date. The remaining initial aggregate advances under the Term Facility are payable at the maturity of the Term Facility.

The Term Facility and the Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 50 basis points depending on the total leverage ratio of Holdings and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 150 basis points depending on the Consolidated Leverage Ratio. Until the delivery of the initial financial statements under the BKIS Credit Agreement, the Term Facility and the Revolving Credit Facility bear interest, at the option of BKIS, at either (i) the base rate plus a margin of 50 basis points or (ii) the Eurodollar rate plus a margin of 150 basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 20 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio.

Under the BKIS Credit Agreement, BKIS (and in certain circumstances, Holdings) and its restricted subsidiaries are subject to customary affirmative, negative and financial covenants, and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies).

The foregoing summary of the BKIS Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the BKIS Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to the BKIS Credit Agreement is incorporated herein by reference into this Item 2.03.

Item 8.01     Other Events

On April 30, 2018, Black Knight issued a press release announcing the entry into the BKIS Credit Agreement. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Description
 
 
 
 
     10.1
Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2018, by and among Black Knight InfoServ, LLC, a Delaware limited liability company, as the borrower, JPMorgan Chase Bank, N.A. as administrative agent, and the other parties thereto.
     99.1
Press Release dated April 30, 2018.






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has du1y caused this report to be signed on its behalf by the undersigned hereunto du1y authorized.
 
 

 
 
 
 
 
 
 
 
Black Knight, Inc.
 
Date:
May 3, 2018
By:  
/s/ Michael L. Gravelle
 
 
 
 
Name:  
Michael L. Gravelle
 
 
 
 
Title:  
Executive Vice President, General Counsel and Corporate Secretary
 














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