Black Knight Inc. (BKI) Acquires Remaining Interest in Optimal Blue from Thomas H. Lee Partners, L.P. and Cannae Holdings, Inc.

Black Knight, Inc. (NYSE: BKI) announced that it has acquired the outstanding interests of Optimal Blue Holdco, LLC (Optimal Blue) from co-investors Cannae Holdings, Inc. and investment entities affiliated with Thomas H. Lee Partners, L.P.

The aggregate purchase consideration of $1.156 billion was a combination of 36,376,360 shares of Dun & Bradstreet Holdings, Inc. (Dun & Bradstreet) stock valued at $722.5 million and $433.5 million in cash, funded by borrowings under Black Knight's revolving credit facility. The aggregate purchase consideration and number of shares of Dun & Bradstreet is based on the 20-day volume-weighted average price of Dun & Bradstreet shares ending on February 14, 2022. The transaction is expected to increase 2022 Adjusted EPS by $0.11 and raise our December 31, 2021 gross leverage ratio to 3.9X on a pro forma basis. The transaction will also simplify our organizational structure with Optimal Blue as a wholly-owned subsidiary of Black Knight.

"The performance of Optimal Blue has been outstanding by any measure. The integration has gone very well, and there continue to be opportunities to go even further with our industry-leading solutions," said Black Knight Chairman and CEO Anthony Jabbour. "We are looking forward to the continued strong performance of Optimal Blue and the great cross-sell opportunities we have as we move forward as one company."

Jabbour added, "When we invested in Dun & Bradstreet three years ago, we had a high degree of conviction that the investment would generate outstanding returns for our shareholders, and that is the result we have seen. With the value of our Dun & Bradstreet investment more than doubling, we are taking those gains and investing them in this transaction, which is strategically important to Black Knight."

Following the transaction, Black Knight owns approximately 18.5 million shares of Dun & Bradstreet with a fair value of $352.8 million based on the February 14, 2022 closing price of $19.10. Black Knight will continue to evaluate its remaining holdings in Dun & Bradstreet in an effort to maximize value for Black Knight shareholders.

J.P. Morgan Securities LLC served as the exclusive financial advisor and Weil, Gotshal & Manges LLP served as legal advisor to the Special Committee of the Board of Directors of Black Knight.

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