Item 8.01. Other Events
On June 16, 2020, Black Knight, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc.
and J.P. Morgan Securities LLC, as representatives of the underwriters named in
Schedule 1 thereto (the "Underwriters"). Pursuant to the Underwriting Agreement,
the Company agreed to issue and sell 7,130,000 shares of common stock, par value
$0.0001, of the Company ("Common Stock") to the Underwriters at a public
offering price of $70.25 per share, which includes 930,000 shares of Common
Stock sold pursuant to the full exercise of the Underwriters' option to purchase
additional shares (the "Offering"). The Offering closed on June 19, 2020. The
net proceeds to the Company from the Offering were approximately $484.2 million,
after deducting the underwriting discount and estimated offering expenses
payable by the Company. The Company intends to use the net proceeds to repay
amounts outstanding under its revolving credit facility and for working capital
and general corporate purposes, which may include future acquisitions and
investments.
The Offering was made pursuant to a prospectus supplement, dated June 16, 2020,
and the prospectus, dated June 16, 2020, included in the Company's registration
statement on Form S-3 (File No. 333-239210) (the "Registration Statement"),
which was filed with the Securities and Exchange Commission on June 16, 2020.
The Underwriting Agreement contains customary representations, warranties and
covenants and includes the terms and conditions for the sale of the shares of
Common Stock by the Company to the Underwriters, indemnification and
contribution obligations and other terms and conditions customary in agreements
of this type. The Company and certain of its directors and executive officers
also agreed not to sell or transfer any Common Stock for 60 days after June 16,
2020 without first obtaining the written consent of BofA Securities, Inc. and
J.P. Morgan Securities LLC as representatives on behalf of the Underwriters,
subject to certain exceptions as described in the prospectus supplement.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above
description is qualified in its entirety by reference to such exhibit. The legal
opinion of Weil, Gotshal & Manges LLP relating to the Registration Statement is
filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Underwriting Agreement, dated June 16, 2020, by and among Black
Knight, Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC,
1.1 as representatives of the underwriters named therein
5.1 Opinion of Weil, Gotshal & Manges LLP
Consent of Weil, Gotshal & Manges LLP (included in its opinion filed
23.1 as Exhibit 5.1)
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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