IntercontinentalExchange, Black Knight to sell Optimal Blue business

Intercontinental Exchange announced that, in connection with their previously announced merger agreement for ICE‘s acquisition of Black Knight, they have agreed to sell Black Knight’s Optimal Blue business to a subsidiary of Constellation Software. Under terms of the divestiture agreement, Constellation will acquire Black Knight’s Optimal Blue business for $700M. The structure of the proposed transaction includes a payment by Constellation of $200M in cash, with the remainder financed by a $500M promissory note issued by Constellation to Black Knight, as a subsidiary of ICE, at the closing of the transaction. ICE and Black Knight entered into the divestiture agreement in connection with efforts to secure regulatory clearance of ICE’s proposed acquisition of Black Knight. The divestiture transaction is subject to the closing of ICE’s acquisition of Black Knight, the closing of Constellation’s acquisition of Black Knight’s Empower loan origination system, or LOS, business previously announced earlier this year in March, and other customary closing conditions.