Perseus Operating Group entered into an Equity Purchase Agreement to acquire Optimal Blue Business Division of Black Knight, Inc. for $700 million on July 14, 2023. Under terms of the divestiture agreement, Constellation will acquire Black Knight?s Optimal Blue business for $700 million. The structure of the proposed transaction includes a payment by Constellation of $200 million in cash, with the remainder financed by a $500 million promissory note issued by Constellation to Black Knight. Consummation of the transaction is subject to customary closing conditions, including: (i) the prior completion of the Merger; (ii) the completion of the transactions contemplated by the previously announced divestiture agreement among Black Knight, ICE and Constellation Web Solutions Inc. providing for the divestiture of Black Knight?s Empower loan origination system business, including its Exchange, Lending Space and AIVA solutions and products; (iii) either the FTC having approved the OB Divestiture Transaction pursuant to a consent order, a governmental authority having issued an order that permits the OB Divestiture Closing to occur, or the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iv) the absence of any law, injunction, order or other judgment that restrains, prohibits or makes illegal the consummation of the transactions contemplated by the OB Divestiture Agreement or the ancillary agreements thereto (v) compliance and performance by Black Knight and Purchaser in all material respects with their respective covenants and agreements in the OB Divestiture Agreement; (vi) subject in most cases to exceptions that do not rise to the level of a Material Adverse Effect or that would not materially and adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, the OB Divestiture Agreement and the ancillary agreements thereto, as applicable, the accuracy of the representations and warranties made by Black Knight and Purchaser, respectively, in the OB Divestiture Agreement; and (vii) there not having occurred since the date of the OB Divestiture Agreement a Material Adverse Effect that is continuing. Rory B. O?Halloran and Cody L. Wright of Shearman & Sterling LLP acted as legal advisor to Intercontinental Exchange, Inc. and Black Knight, Inc. (NYSE:BKI). Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Black Knight, Inc. Shari Bacsardi and Laura Wiley of Womble Bond Dickinson (US) LLP acted as legal advisor to Perseus Operating Group.

Perseus Operating Group completed the acquisition of Optimal Blue Business Division of Black Knight, Inc. on September 14, 2023.