UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 15, 2022 (the “Closing Date”), Black Knight, Inc., a Delaware corporation (“Black Knight”), through Optimal Blue I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Black Knight (“Optimal Blue I”), completed its acquisition of all of the issued and outstanding equity interests of Optimal Blue Holdco, LLC, a Delaware limited liability company and a subsidiary of Black Knight (“Optimal Blue Holdco”), owned by (i) Cannae Holdings, LLC, a Delaware limited liability company and subsidiary of Cannae Holdings, Inc. (“Cannae”) and (ii) certain investment entities affiliated with Thomas H. Lee Partners, L.P. (collectively, “THL”) (such transaction, the “Transaction”), pursuant to that certain Purchase Agreement (the “Purchase Agreement”), dated as of February 15, 2022, by and among Black Knight, Optimal Blue I, Cannae, THL, Optimal Blue Holdco and Black Knight Technologies, LLC a Delaware limited liability company and a wholly-owned subsidiary of Black Knight (“Black Knight Tech”). In conjunction with the Transaction, Cannae received aggregate consideration of (y) $144,500,000 in cash and (z) 21,825,816 shares of common stock, par value $0.0001 per share, of Dun & Bradstreet Holdings, Inc., a Delaware corporation (“DNB”). The number of shares of DNB common stock paid to Cannae in connection with the Transaction was determined based on the 20-day VWAP trading price of DNB for the period ending on February 14, 2022. Following the consummation of the Transaction, Cannae, no longer has any ownership interest in the Class A Units of Optimal Blue Holdco.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information described in Item 1.01 above relating to the Transaction is incorporated herein by reference into this Item 2.01.
| Item 8.01. | Other Events. |
On February 15, 2022, Cannae Holdings, Inc. issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information.
Unaudited pro forma financial information of Cannae giving effect to the Transaction is attached hereto as Exhibit 99.2.
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Purchase Agreement, dated as of February 15, 2022, by and among Black Knight, Optimal Blue I, Cannae, THL, Optimal Blue Holdco and Black Knight Tech | |
| 99.1 | Press Release issued February 15, 2022 | |
| 99.2 | Unaudited pro forma financial information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cannae Holdings, Inc. | ||||||
| Date: February 17, 2022 | By: | /s/ Michael L. Gravelle | ||||
| Name: | Michael L. Gravelle | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||