ICE’s Black Knight Acquisition Nears Decision Of Antitrust Points

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Intercontinental Change’s deliberate acquisition of mortgage tech supplier Black Knight is nearer to receiving a inexperienced mild from antitrust regulators now that Black Knight’s Empower mortgage origination system and Optimum Blue division have been stripped from the deal.

Citing “important progress” in negotiations, attorneys with the Federal Commerce Fee, Black Knight and Intercontinental Change (ICE) on Monday requested a federal decide to briefly dismiss a lawsuit the FTC filed in April searching for to remain the merger.

In line with the joint stipulation for dismissal, the events anticipate to achieve an settlement by Aug. 25 that will spell out the phrases beneath which the merger could be allowed. The settlement would include consent orders that must be accepted by the FTC. If the settlement can’t be finalized, or if the FTC doesn’t log off on the consent orders, the federal lawsuit could possibly be revived, because it’s anticipated to be dismissed “with out prejudice.”

Of their makes an attempt to fulfill antitrust regulators, Black Knight and Intercontinental Change (ICE) have carved off two large items of what was initially envisioned as a $13.1 billion deal when it was introduced final yr.

In March, the businesses introduced an settlement to promote Black Knight’s Empower mortgage origination system (LOS) to a competitor — Constellation Net Options, a subsidiary of Toronto-based Constellation Software program Inc. ICE already presents a preferred mortgage LOS, Embody, because of its $11.4 billion acquisition of Ellie Mae in 2020.

Though phrases of the Empower deal weren’t disclosed, ICE and Black Knight stated an amended merger settlement valued Black Knight at $75 per share, or $11.7 billion — about $1.4 billion lower than when the deal was initially introduced.

However the plan to spin off Empower didn’t fulfill the FTC, which launched an administrative proceeding difficult ICE’s plan to accumulate Black Knight. Fearing that the merger would shut earlier than they might current their arguments within the administrative continuing, FTC attorneys additionally filed a federal lawsuit in April to remain the merger.

In dismissing Black Knight’s proposal to promote Empower mortgage origination system [LOS] as an antitrust treatment, the FTC famous that customers would nonetheless depend on ancillary providers supplied by Black Knight and Optimum Blue.

“Software program integration between a lender’s PPE and LOS allows and automates lots of the PPE’s options for the lender. Black Knight’s Optimum Blue is the clear trade chief, serving lenders that originate as a lot as 40 p.c of the nation’s residential mortgages annually,” FTC attorneys stated of their March 9 complaint. “Second to Optimum Blue is its shut competitor, ICE’s Embody Product and Pricing Service PPE (“EPPS”), at the moment obtainable solely to lenders who use the Embody LOS.”

Final month, Black Knight and ICE announced another concession — an settlement to promote Black Knight’s Optimum Blue enterprise to a subsidiary of Constellation Software program Inc. for $700 million.

The Optimum Blue deal, most of which might be financed by a $500 million promissory notice issued by Constellation to Black Knight, is contingent on the Empower sale closing. The Empower sale is in flip contingent on ICE closing its acquisition of Black Knight. In different phrases, Black Knight is simply prepared to promote Empower and Optimum Blue if it paves the best way for its merger with ICE.

“ICE and Black Knight are executing the [agreement to sell Optimal Blue] so as to deal with sure alleged antitrust issues raised by the [FTC] in its lawsuits towards ICE and Black Knight concerning the merger transactions, which stay ongoing,” the businesses stated in a July 17 regulatory filing.

Black Knight’s Optimal Blue division operates a market platform that connects mortgage lenders and traders, providing instruments that embody product and pricing engines (PPE) for mortgage lenders and brokers and a cloud-based trading environment the place traders can purchase mortgages.

The proposal to promote Optimum Blue opened the door for the present negotiations between FTC attorneys, ICE and Black Knight.

“The deliberate sale of Optimum Blue is a major growth on this case and requires time for [FTC attorneys] to research the implications of the divestiture for the executive proceedings, talk about a possible decision of the pending matter with respondents, and advise the Fee,” FTC Senior Trial Counsel Abby Dennis wrote in a July 19 motion to place the brakes on the executive continuing.

The FTC administrative continuing, which had been scheduled to start on Sept. 25, has been withdrawn from adjudication till Aug. 16.

Shares in Black Knight, which have traded for as little as $53.15 within the final yr, touched a brand new 52-week excessive of $74.93 Monday, earlier than closing at $74.36, up 4 p.c from Friday’s shut. Shares in Intercontinental Exchange are additionally buying and selling close to their 52-week excessive, gaining 2 p.c Monday to shut at $116.07.

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E mail Matt Carter