A divesture of Black Knight‘s item and rates engine system Optimum Blue is a possible course to ensure the merger handle Intercontinental Exchange Inc. (ICE), Keefe, Bruyette & & Woods (KBW) stated in a note released ahead of the federal initial injunction judgment anticipated later on this month.
” While we acknowledge that Optimum Blue is a premium possession, we do not think it is a required element of the offer, especially when thinking about ICE’s prospective capability to develop a comparable option naturally or get a smaller sized rival,” Ryan Tomasello, handling director of KBW, stated in the note released on July 6.
The Federal Trade Commission (FTC) submitted fit versus ICE in March, declaring that the merger would provide ICE and Black Knight a considerable position in the market for loan origination software application, which it might utilize to press clients to its other home loan product and services rather of rival offerings. The company likewise declared that the offer, revealed in Might 2022, would prevent development and lower lending institutions’ options for both origination and home loan maintenance.
Constellation Software Application Inc., which concurred in March to acquire Empower, Black Knight’s loan origination system, is the “most natural suitor” in being a prospective purchaser, Tomasello stated.
KBW kept in mind the suitable window of timing to divest Optimum Blue would remain in advance of the initial injunction action hearing, set to start on July 24.
In April 2023, the FTC petitioned a California federal court to release a short-term limiting order (TRO) and initial injunction (PI) that avoids ICE from moving forward with the offer to purchase Black Knight. The objective was to provide the commission time to pursue internal lawsuits versus the merger.
The Federal District Court for the Northern District of California will rule on the initial injunction prior to the FTC holds its administrative hearing in September.
While KBW kept in mind that the sale of Optimum Blue would be perfect previous to the trial, a sale of Optimum Blue is “in theory possible” post-trial, however prior to the judge’s judgment, which ought to take a number of weeks.
The divestiture might happen as part of a settlement that is worked out either straight or under the guidance of the district court judge, KBW stated.
KBW sees “minimal needle-moving acquisition options” for ICE in the home loan classification beyond Black Knight.
” Our company believe ICE is dedicated to sealing the deal and is open to divesting Optimum Blue as a last choice to ensure the merger’s closing,” the report states.
However in spite of the prospective affordable assessment for Optimum Blue, KBW stated there’s little probability that the ICE-Black Knight offer would be repriced.
The 2 business formerly modified the offer terms to lower the Black Knight assessment to $11.8 billion from $13 billion, about 11% lower than the assessment when the arrangement was revealed in 2022.
If the merger goes through, it would be the 2nd current significant home loan offer for ICE, and would follow the acquisition of Ellie Mae from Thomas Bravo for $11 billion in 2020.
ICE and Black Knight did not react to ask for remark.