Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 29, 2017, pursuant to that certain (i) Agreement and Plan of
Merger, dated as of June 8, 2017, by and among Fidelity National Financial, Inc.
("FNF"), Black Knight Financial Services, Inc. ("Black Knight"), Black
Knight, Inc. (formerly known as Black Knight Holdco Corp.) ("New Black Knight"),
New BKH Corp. ("New BKH"), New BKH Merger Sub, Inc. and BKFS Merger Sub, Inc.
(the "Merger Agreement") and (ii) Reorganization Agreement, dated as of June 8,
2017, by and among FNF, Black Knight Holdings, Inc. ("BKHI") and New BKH (the
"Reorganization Agreement"), FNF completed the previously announced
(i) contribution by BKHI of (x) all of the shares of Class B common stock of
Black Knight that BKHI owned and (y) all of the class A units of Black Knight
Financial Services, LLC that BKHI owned, to New BKH, a direct wholly-owned
subsidiary of BKHI (the "Contribution"), (ii) distribution of the shares of New
BKH common stock to the holders of FNF Group common stock (the "Distribution"
and together with the Contribution, the "Spin-off"), followed by (iii) mergers
of Black Knight and New BKH with wholly-owned subsidiaries of New Black Knight
(the "Mergers" and together with the Spin-off, the "Transactions"). Holders of
FNF Group common stock received approximately 0.3066322 shares of common stock
of New Black Knight for every one share of FNF Group common stock held at the
close of business on the record date.
As a result of the Transactions, former holders of shares of New BKH common
stock (the holders of FNF Group common stock) collectively owned approximately
54.28% of the outstanding shares of New Black Knight, and the former holders of
Black Knight common stock owned approximately 45.72% of the outstanding shares
of New Black Knight. In the merger of New BKH with a wholly-owned subsidiary of
New Black Knight, holders of New BKH common stock received one share of New
Black Knight common stock for every one share of New BKH common stock held
immediately prior to such merger.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
Unaudited pro forma consolidated financial information of Fidelity National
Financial, Inc. giving effect to the Spin-off, and the related notes thereto,
required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.1.
99.1 Unaudited pro forma consolidated financial information
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