Jacksonville, Fla., January 28, 2014—Black Knight InfoServ, LLC (formerly Lender Processing Services, Inc.), a wholly owned subsidiary of Black Knight Financial Services, and Black Knight Lending Solutions, Inc. (together, the “Issuers”) today announced the solicitation of consents (“Consent Solicitation”) from the holders of their 5.75% Senior Notes due 2023 (the “Notes”) to certain proposed amendments to the indenture governing the Notes. Pursuant to the supplemental indenture entered on January 2, 2014, Fidelity National Financial, Inc., the indirect parent of the Issuers (“FNF”) provided an unconditional, irrevocable guarantee of the Notes, and the Black Knight Lending Solutions, Inc. was added as a “co-issuer” of the Notes. In addition, on January 2, 2014, the Notes were rated as investment grade. As a result, a Covenant Suspension Event (as defined in the indenture) occurred, and most of the restrictive covenants in the indenture were suspended, which suspension remains in effect. The primary purpose of the Consent Solicitation and the proposed amendments is to modify the reporting requirement in the indenture to substitute reporting of FNF for that of the Issuers.
Full details of the terms and conditions of the Consent Solicitation are included in the Consent Solicitation Statement (the “Statement”) and the accompanying Consent Letter dated January 28, 2014.
Adoption of the proposed amendments requires the consent of the holders of at least a majority in aggregate principal amount of Notes outstanding (the “Required Consents”). The Consent Solicitation is being made solely to holders of record as of 5:00 p.m. on January 27, 2014 and on the terms and subject to the conditions set forth in the Statement. The Consent Solicitation will expire at 5:00 p.m., New York time, on February 6, 2014, unless extended or terminated by the Issuers (the “Expiration Date”). Subject to receiving the Required Consents and other customary conditions, the Issuers have agreed to make a cash payment of $1.25 per $1,000 aggregate principal amount of Notes (the “Consent Payment”) to any holder who validly delivers a duly executed consent prior to the Expiration Date that is not properly revoked. Holders may revoke their consents at any time prior to the earlier of the Expiration Date and the time at which the Required Consents have been obtained. The Consent Payment will be made to the paying agent promptly after the conditions to payment specified in the Statement have been satisfied or waived. If the Consent Solicitation is withdrawn or otherwise not completed for any reason, the Consent Payment will not be paid or payable.
The Issuers expect to execute a supplemental indenture effecting the proposed amendments if the Required Consents are obtained and the general conditions have been satisfied or waived. The supplemental indenture would bind all holders of Notes, including those that did not give their consent, but holders who did not deliver consents prior to the Expiration Date (or delivered Consents but properly revoked them), would not receive the Consent Payment.
Copies of the Statement and other solicitation materials may be obtained from Jefferies LLC, the Solicitation Agent in connection with the Consent Solicitation, and any questions may be directed to the Solicitation Agent, by telephone at 1-877-877-0696 (toll free) or 1-212-284-2435 (collect). Computershare Trust Company, N.A. is acting as the Tabulation Agent and Paying Agent, and Georgeson, Inc. is acting as the Information Agent, in connection with the Consent Solicitation. Questions and requests for additional documents may be directed to the Information Agent in writing at Georgeson Inc., 480 Washington Boulevard, 26th Floor, Jersey City, NY 07310, Attention: Corporate Actions, by telephone at 1-866-729-6811 (toll free) or by facsimile at 201-222-4151.
This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or securities laws. No recommendation is being made as to whether holders of Notes should consent to the proposed amendments. The Consent Solicitation is being made only pursuant to the terms of the Statement and related materials, including the Consent Letter. Holders of the Notes should read carefully the Statement and related materials, including the Consent Letter, as they contain important information.
About Black Knight Financial Services, LLC
Black Knight Financial Services, a Fidelity National Financial (NYSE:FNF) company, is the mortgage and finance industries’ leading provider of integrated technology, data and analytics solutions. Comprised of technology offerings from the union of LPS and ServiceLink, Black Knight Financial Services offers leading software systems; data and analytics offerings; and information solutions that facilitate and automate many of the business processes across the mortgage life cycle.
Black Knight Financial Services helps clients in the mortgage industry and beyond achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class technology, services and insight with a relentless commitment to excellence, innovation, integrity and leadership. For more information on Black Knight Financial Services, please visit www.BKFS.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the success of the solicitation, whether the supplemental indenture will be executed, the timing of the consent payments, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary consents from holders, as well as other factors. These forward-looking statements speak only as of the date of this release. The Issuers expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.