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Subject to completion, as filed with the Securities and Exchange Commission on August 14, 2017.

Registration No. 333-218856

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEW BKH CORP.
(Exact name of Registrant as Specified in its Charter)


Delaware (State or other jurisdiction of incorporation or organization)		7372 (Primary Standard Industrial Classification Code Number)		81-5248625 (I.R.S. Employer Identification Number)

601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-5100
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Michael L. Gravelle
Executive Vice President, General Counsel and Corporate Secretary
New BKH Corp.
601 Riverside Avenue
Jacksonville, Florida 32204
+1 (904) 854-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)


With copies to:
Michael J. Aiello Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10154 (212) 310-8000	Colleen E. Haley Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 (904) 854-8100	William B. Sorabella Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective and the satisfaction of all other conditions
to the completion of the transactions described in the enclosed document have been satisfied or waived.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if smaller reporting company)		Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated August 14, 2017

PRELIMINARY PROSPECTUS

83,309,940 shares

New BKH Corp.

Common Stock

(par value $0.0001 per share)

This prospectus is being furnished in connection with the planned distribution by Fidelity National Financial, Inc., which we refer to as FNF, on a pro rata basis to the holders of its FNF Group common stock of all of the outstanding shares of its wholly-owned subsidiary New BKH Corp., which we refer to as New BKH, which will hold 98.46% of the shares of Class B common stock in Black Knight Financial Services, Inc., which we refer to as Black Knight, beneficially owned by FNF and 54.29% of the Class A units, which we refer to as Units or BKFS LLC Units, of Black Knight Financial Services, LLC, which we refer to as BKFS LLC. We refer to such distribution as the spin-off or the distribution. We expect that, immediately following the distribution, New BKH and Black Knight will each merge with wholly-owned subsidiaries of Black Knight Holdco Corp., which we refer to as New Black Knight, with New BKH and Black Knight surviving such mergers as wholly-owned subsidiaries of New Black Knight. We refer to such mergers as the New BKH merger and the BKFS merger respectively and together as the mergers.

Each share of FNF Group common stock outstanding as of 5:00 p.m., New York City time, on the record date for the distribution, which we refer to as the record date, which has not yet been determined and FNF will publicly announce prior to the completion of the distribution and the mergers, will entitle its holder to receive its pro rata portion of the New BKH common stock. The distribution of shares will be made to a third party exchange agent in book-entry form for the benefit of the holders of FNF Group common stock. Immediately following the distribution, as consideration for the New BKH merger, each share of New BKH common stock will be converted into the right to receive one share of New Black Knight common stock. As a result, holders of FNF Group common stock will hold approximately 54.29% of the common stock of New Black Knight outstanding immediately following the mergers.

It is expected that New Black Knight will apply to have its common stock listed on the New York Stock Exchange, which we refer to as NYSE.

We expect that the distribution should be tax-free to holders of FNF Group common stock for U.S. federal income tax purposes.

FNF does not require, and is not seeking, the approval of the holders of FNF Group common stock in connection with the distribution or the mergers. Black Knight is seeking the approval of its shareholders for the BKFS merger and approval by Black Knight shareholders is required for the mergers to take place.

No action will be required of you to receive shares of common stock of New BKH in the distribution or the shares of New Black Knight common stock issued in exchange therefor immediately following the distribution, which means that:

•: you will not be required to pay for the New BKH common stock that you receive in the distribution or the New Black Knight common stock that you receive in the mergers; and
•: you do not need to surrender or exchange any of your FNF Group shares in order to receive the New BKH common shares, or take any other action in connection with the distribution.

In reviewing this prospectus, you should carefully consider the matters described under "Risk Factors" beginning on page 18 of this prospectus for a discussion of certain factors that should be considered by recipients of the New BKH common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this prospectus is [ ], 2017.

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INTRODUCTION			i
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS			iii
SUMMARY			1
SUMMARY HISTORICAL FINANCIAL DATA			13
RISK FACTORS			18
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			38
THE TRANSACTIONS			40
THE MERGER AGREEMENT			46
THE REORGANIZATION AGREEMENT			57
ADDITIONAL AGREEMENTS			60
SELECTED HISTORICAL FINANCIAL DATA			65
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			70
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA			76
PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			78
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			79
BUSINESS OF NEW BLACK KNIGHT			117
MANAGEMENT OF NEW BLACK KNIGHT FOLLOWING THE TRANSACTIONS			131
COMPENSATION OF EXECUTIVE OFFICERS			140
BENFICIAL OWNERSHIP OF NEW BLACK KNIGHT COMMON STOCK			169
DESCRIPTION OF CAPITAL STOCK OF NEW BKH			170
DESCRIPTION OF CAPITAL STOCK OF NEW BLACK KNIGHT			171
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS			177
LEGAL MATTERS			181
EXPERTS			181
WHERE YOU CAN FIND MORE INFORMATION			182
INDEX TO FINANCIAL STATEMENTS			F-1

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This prospectus is being furnished solely to provide information to holders of FNF Group common stock who will receive shares of our common stock in the distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any securities of FNF Group, Black Knight or New Black Knight. This prospectus describes our business, which will be the business of New Black Knight following the mergers, the business of Black Knight prior to the transactions, our relationships with FNF, Black Knight and New Black Knight and other information to assist you in evaluating the benefits and risks of holding or disposing of the shares that you will receive in the transactions. You should be aware of certain risks relating to the distribution, the mergers, the New Black Knight business and ownership of New Black Knight common stock, which are described under "Risk Factors".

You should not assume that the information contained in this prospectus is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this prospectus may occur after that date, and we undertake no obligation to update the information.

INTRODUCTION

On June 9, 2017, Black Knight and FNF, the indirect owner of approximately 98.46% of the Black Knight Class B common stock, announced a transaction involving the distribution of Black Knight's Class B common stock indirectly owned by FNF and 54.29% of the Class A units indirectly owned by FNF, which we refer to as Units or BKFS LLC Units, of Black Knight Financial Services, LLC, to the holders of its FNF Group common stock. This transaction involves the following steps:

•: Black Knight Holdings, Inc., a wholly-owned subsidiary of FNF, which we refer to as BKHI, will contribute to a newly formed corporation New BKH Corp., which we refer to as New BKH (i) all of the shares of Black Knight Class B common stock indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock, which we refer to as the contribution; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI;
•: shares of New BKH will be distributed as a dividend to holders of the FNF Group common stock, which we refer to as the distribution or the spin-off, and, together with the contribution, which we refer to as the separation; and
•: Black Knight and New BKH will merge with, and continue their existence as, subsidiaries of Black Knight Holdco Corp., which we refer to as New Black Knight, a newly-formed holding company established in connection with the transactions, collectively, which we refer to as the mergers.

We refer to the separation and the mergers collectively as the transactions. The terms of the separation and mergers are set forth in the merger agreement and reorganization agreement, respectively, which are each described in this prospectus.

In the distribution, each share of FNF Group common stock as of the record date for the distribution will entitle its holder to its pro rata portion of the New BKH common stock. Each share of New BKH common stock outstanding will immediately thereafter be converted into the right to receive in the mergers one share of New Black Knight common stock. As a result, holders of FNF Group common stock will hold approximately 54.29% of the common stock of New Black Knight outstanding immediately following the mergers.

Because the shares of New BKH will immediately be converted into shares of New Black Knight, this prospectus describes the business, management, compensation and capital stock of New Black Knight.

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If you have any questions regarding the distribution, you can contact FNF prior to the distribution and New Black Knight following the distribution, each at the contact information listed below.

Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, Florida 32204
Telephone: (904) 854-8100
Attention: Corporate Secretary

Black Knight Holdco Corp.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-5100
Attention: Corporate Secretary

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Set forth below are commonly asked questions about the distribution, the mergers and the transactions contemplated thereby. You should read the sections entitled "The Transactions," "The Merger Agreement," "The Reorganization Agreement" and "Additional Agreements" of this prospectus for a more detailed description of the matters described below.

Q.

What are the transactions described in this document?

A.

Black Knight Financial Services, Inc., which we refer to as Black Knight, and Fidelity National Financial, Inc., which we refer to as FNF, the beneficial owner of approximately 98.46% of the outstanding shares of Class B common stock of Black Knight, which we refer to as the Black Knight Class B common stock, currently representing 54.29% of the voting securities of Black Knight common stock and 54.29% of the Class A units, which we refer to as BKFS LLC Units or Units, of Black Knight Financial Services, LLC, which we refer to as BKFS LLC, have entered into a transaction involving the indirect distribution of Black Knight shares and BKFS LLC Units held by FNF to the holders of its FNF Group common stock. This transaction involves the following steps:

•: Black Knight Holdings, Inc., a wholly-owned subsidiary of FNF that we refer to as BKHI, will contribute to a newly formed corporation New BKH Corp., which we refer to as New BKH (i) all of the shares of Black Knight Class B common stock indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock, which we refer to as the contribution; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI;
•: shares of New BKH will be distributed as a dividend to holders of the FNF Group common stock, which we refer to as the spin-off, and, together with the contribution, which we refer to as the separation; and
•: Black Knight and New BKH will merge with, and continue their existence as, subsidiaries of Black Knight Holdco Corp., which we refer to as New Black Knight, a newly-formed holding company established in connection with the transactions, collectively, which we refer to as the mergers.

We refer to the separation and mergers collectively as the transactions. The terms of the separation and mergers are set forth in the reorganization agreement and the merger agreement, respectively, which are each described in this prospectus.

Q.: What is New BKH?
A.: New BKH is a wholly-owned subsidiary of FNF, newly formed for the purpose of effecting the transactions. Prior to the contribution, New BKH will have no assets. Following the contribution, New BKH will own the shares of Black Knight Class B common stock and the BKFS LLC Units indirectly owned by FNF.
Q.: What will I receive in the transactions?
A.: Each share of FNF Group common stock as of the record date for the distribution will entitle its holder to receive its pro rata portion of New BKH common stock. As of July 31, 2017, there were 273,030,898 shares of FNF Group common stock outstanding. Each share of New BKH common stock outstanding will immediately thereafter be converted into the right to receive one share of New Black Knight.

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As a result of the mergers, Black Knight shareholders (other than New BKH) will be entitled to receive one share of New Black Knight common stock for each share of Black Knight common stock that they own. See "The Merger Agreement—Merger Consideration—New BKH Exchange Ratio".

Q.

What are the reasons for the transactions?

A.

FNF's principal purposes and reasons for the transactions are:

•: The transactions should enable holders of FNF Group common stock to receive shares of New Black Knight in a manner that is generally tax-free to them;
•: The transactions may increase trading liquidity in New Black Knight's (as successor to Black Knight) common stock by increasing the float;
•: The FNF board believes that a completely independent Black Knight, as a subsidiary of New Black Knight with a fully-distributed common stock, will better enable Black Knight to pursue its strategic plans and create additional long-term value for former Black Knight shareholders;
•: The transactions should eliminate the overhang and potential price disruptions in Black Knight's common stock which could arise as a result of a controlling shareholder selling stock over a period of time;
•: The transactions will eliminate potential limitations arising from a controlling shareholder's right to veto proposals by Black Knight to issue common stock for purposes of funding strategic acquisitions or management compensation plans, if shareholder approval thereof would be required under NYSE rules;
•: The transactions should provide New Black Knight with a more effective tool for management compensation by increasing trading liquidity as well as eliminating potential limitations arising from FNF's ability to block proposals by Black Knight to issue common stock for purposes of funding management compensation plans;
•: The transactions will increase FNF's focus on becoming a title insurance company;
•: The transactions will facilitate New Black Knight's ability to use its equity as acquisition currency; and
•: The transactions should attract new shareholders to New Black Knight.

Q.

Who will control New Black Knight after the transactions?

A.

Although FNF holds a majority noncontrolling interest in the common shares of Black Knight today, immediately following the transactions FNF will no longer hold a controlling voting interest in the shares of Black Knight, and it is not expected that any person or group will hold a majority interest in New Black Knight.

Q.

What shareholder approvals are needed?

A.

No vote of FNF Group shareholders of any class is required in connection with the transactions. New BKH shareholders are not being requested to vote on the transactions, which will have already been approved by FNF as the sole shareholder of New BKH prior to the distribution.

However, approval of the merger agreement requires the affirmative vote of (i) holders of a majority of the outstanding shares of Black Knight Class A common stock and Black Knight Class B common stock, voting together as a single class and entitled to vote thereon, and (ii) holders of a majority of the outstanding shares of Black Knight Class A common stock and

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Black Knight Class B common stock that are not owned, directly or indirectly, by FNF, any of its subsidiaries (including, without limitation, BKHI, New BKH, New Black Knight, New BKH Merger Sub, Inc. and BKFS Merger Sub, Inc.), collectively, which we refer to as the FNF affiliated shareholders, or any officers or directors of the FNF affiliated shareholders, voting together as a single class and entitled to vote thereon, in each case in favor of adoption of the merger agreement. Pursuant to the merger agreement, FNF has agreed to cause all Black Knight Class B common stock beneficially owned by it, currently representing approximately 54.29% of the total number of outstanding shares of Class A and Class B Black Knight common stock, to be voted in favor of the adoption of the merger agreement.

Q.: What should FNF Group shareholders do now?
A.: FNF Group shareholders should carefully read this prospectus, which contains important information on the distribution, the mergers, New BKH and New Black Knight. FNF Group shareholders are not required to take any action to approve the distribution, the mergers or any of the transactions contemplated thereby. No action will be required of you to receive shares of common stock of New BKH in the distribution or the shares of New Black Knight common stock issued in exchange therefor in the mergers. You will not be required to pay for the New BKH common stock that you receive in the distribution, or the New Black Knight common stock issued on the conversion thereof in the mergers, and you do not need to surrender or exchange any shares of your FNF Group common stock in order to receive the New BKH common stock or New Black Knight common stock, or take any other action in connection with the distribution or mergers.
Q.: Has FNF set a record date for the distribution of New BKH shares in the distribution?
A.: No. FNF will publicly announce the record date when it has been determined. This announcement will be made prior to completion of the distribution and the mergers.
Q.: When will the transactions occur?
A.: The transactions are expected to close by the end of the third quarter of 2017.
Q:: What will happen to the listing of shares of FNF Group common stock?
A:: Nothing. FNF Group common stock will continue to be traded on the New York Stock Exchange under the symbol "FNF".
Q:: Will the distribution affect the trading price of my shares of FNF Group common stock?
A:: Yes. We expect the trading price of FNF Group common stock immediately following the distribution to be lower than immediately prior to the distribution because the trading price will no longer reflect the value of Black Knight, which is being spun-off through the distribution of New BKH shares. Furthermore, until the market has fully analyzed the value of the FNF Group common stock without Black Knight, the price of FNF Group common stock may fluctuate.
Q:: What if I want to sell my shares of FNF Group common stock or my shares of New Black Knight common stock?
A:: You should consult with your financial advisors, such as your stockbroker, bank or tax advisor. None of FNF, New Black Knight or New BKH makes any recommendations on the purchase, retention or sale of FNF Group common stock or the New Black Knight common stock to be distributed immediately following the transactions.

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If you decide to sell any shares before the distribution, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your FNF Group common stock or the New Black Knight common stock you will receive immediately following the transactions. If you own FNF Group common stock as of 5:00 p.m., New York City time, on the record date, which has not yet been determined, and sell those shares up to and including the distribution date, you will still receive the New BKH common stock, and the New Black Knight common stock issued upon conversion thereof in the mergers, that you would be entitled to receive in respect of the FNF Group common stock you owned as of 5:00 p.m., New York City time on the record date.

Q.: How will FNF distribute our shares of New BKH common stock?
A.: The distribution of New BKH common stock will be made to a third party exchange agent in book-entry form for the benefit of the holders of FNF Group common stock. Immediately following the distribution, as consideration for the New BKH merger, each share of New BKH common stock will be converted into the right to receive one share of New Black Knight common stock. At the effective time of the New BKH merger, New BKH will instruct the exchange agent to make book-entry credits for the shares of New Black Knight common stock that you are entitled to receive. Since shares of New Black Knight common stock will be in uncertificated book-entry form, you will receive share ownership statements in place of physical share certificates. See "The Transactions—Exchange of Black Knight and New BKH Shares".
Q.: What are the U.S. federal income tax consequences to me of the distribution?
A.: FNF has received a private letter ruling from the Internal Revenue Service, which we refer to as the IRS, regarding an issue relating to the tax-free treatment of the distribution, and the distribution is conditioned upon the receipt by FNF of an opinion from Deloitte Tax LLP, which we refer to as Deloitte Tax, tax advisor to FNF, to the effect that certain contributions made by FNF to BKHI and the distribution should qualify as a tax-free reorganization under Sections 368(a) and 355 of the Internal Revenue Code, which we refer to as IRC, and a distribution to which Sections 355 and 361 of the IRC applies, respectively. Accordingly, FNF and holders of FNF Group common stock pursuant to the mergers generally should recognize no gain or loss with respect to the distribution. The opinion will be based upon various factual representations and assumptions, as well as certain undertakings made by FNF, New BKH, and Black Knight. Any inaccuracy in the representations or assumptions upon which such tax opinion is based, or failure by FNF, New BKH, or Black Knight to comply with any undertakings made in connection with such tax opinion, could alter the conclusions reached in such opinion. Opinions with respect to these matters are not binding on the IRS or the courts. As a result, the conclusions expressed in these opinions could be challenged by the IRS and a court could sustain such a challenge.

If, notwithstanding the receipt of the IRS ruling and an opinion of Deloitte Tax, the distribution were determined to be a taxable transaction, each holder of FNF Group common stock who receives shares of New BKH common stock in the distribution would generally be treated as receiving a taxable distribution in an amount equal to the total fair market value of such shares of New BKH common stock. In general, the distribution would be taxable as a dividend to the extent of FNF's current and accumulated earnings and profits. Any amount of the distribution in excess of FNF's earnings and profits would be treated first as a non-taxable return of capital to the extent of the holder's tax basis in its shares of FNF Group common stock, with any remaining amount taxed as gain from the sale or exchange of the FNF Group common stock. FNF would generally recognize taxable gain equal to the excess of the fair market value of the shares of New BKH common stock distributed by FNF in the distribution over FNF's tax basis in such stock.

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For further information concerning the U.S. federal income tax consequences of the distribution, see "Material U.S. Federal Income Tax Consequences of the Transactions."

Q.: How will New Black Knight's common stock trade?
A.: There is currently no public market for New Black Knight common stock. Following the transactions, New Black Knight is expected to trade on the New York Stock Exchange, which we refer to as NYSE.
Q:: Who is the exchange agent for the New BKH shares?
A:: Continental Stock Transfer & Trust Company, LLC will be the exchange agent for the New BKH shares.
Q:: Whom should I call with other questions?
A:: If you have any questions regarding the transactions, you can contact FNF prior to the distribution and New Black Knight following the distribution, each at the contact information listed below.

Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-8100
Attention: Corporate Secretary
Black Knight Holdco Corp.
601 Riverside Avenue
Jacksonville, Florida 32204
Tel. No. +1 (904) 854-5100
Attention: Corporate Secretary

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SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. To understand the separation, the mergers and other transactions more fully and for a more complete description of the legal terms of the transactions, you should read carefully this entire document.

Except as otherwise indicated or the context otherwise requires, the information included in this prospectus assumes the completion of the distribution and the mergers.

Black Knight Financial Services, Inc.

Black Knight Financial Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-5100

Black Knight Financial Services, Inc., which we refer to as Black Knight, together with its subsidiaries, is a leading provider of integrated technology, workflow automation, data and analytics to the mortgage and real estate industries. Black Knight's solutions facilitate and automate many of the mission-critical business processes across the entire mortgage loan life cycle, from origination until asset disposition. Black Knight differentiates itself by the breadth and depth of its comprehensive, integrated solutions and the insight it provides to its clients.

Black Knight has market-leading positions in mortgage processing and technology solutions combined with comprehensive real estate data and extensive analytic capabilities. Black Knight solutions are utilized by U.S. mortgage originators and mortgage servicers, as well as other financial institutions, investors and real estate professionals, to support mortgage lending and servicing operations, analyze portfolios and properties, operate more efficiently, meet regulatory compliance requirements and mitigate risk.

Black Knight was incorporated in the State of Delaware on October 27, 2014 and on May 26, 2015, it completed its initial public offering in which it issued and sold 20,700,000 shares of its Class A common stock at a price of $24.50 per share. Black Knight is a holding company with an "Up-C" structure and, its business, as described above, is conducted through Black Knight Financial Services LLC, which we refer to as BKFS LLC, and its subsidiaries. Black Knight has a sole managing member interest in BKFS LLC, which grants it the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries pursuant to the limited liability company agreement of BKFS LLC.

Fidelity National Financial, Inc.

Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-8100

Fidelity National Financial, Inc., which we refer to as FNF, has organized its business into two groups, FNF Group and FNF Ventures, which we refer to as FNFV.

Through FNF Group, FNF is a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty products and (ii) technology and transaction services to the real estate and mortgage industries. FNF Group is the nation's largest title insurance company operating through its title insurance underwriters—Fidelity National Title Insurance Company, Chicago Title Insurance Company,

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Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of New York Inc.—which collectively issue more title insurance policies than any other title company in the United States. Through FNF's subsidiary ServiceLink Holdings, LLC, which we refer to as ServiceLink, FNF provides mortgage transaction services including title-related services and facilitation of production and management of mortgage loans. FNF Group also provides industry-leading mortgage technology solutions, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiary, Black Knight.

Through the FNFV group, FNF owns majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC, Ceridian HCM, Inc., Fleetcor Technologies, Inc. and Digital Insurance, Inc.

Black Knight Holdco Corp.

Black Knight Holdco Corp.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-5100

Black Knight Holdco Corp., which we refer to as New Black Knight, is a newly-formed corporation, which at the time of this disclosure has not been capitalized but will be prior to the distribution, that was organized in the State of Delaware on February 3, 2017 for the purpose of holding shares of Black Knight and New BKH Corp., which we refer to as New BKH, following the mergers and serving as the new public company parent of Black Knight. Following the transactions, it is anticipated that New Black Knight's common stock will be listed on New York Stock Exchange, which we refer to as the NYSE.

New BKH Corp.

New BKH Corp.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-5100

New BKH Corp. is a wholly-owned subsidiary of FNF. New BKH was organized in the State of Delaware on February 3, 2017 for the purpose of holding shares of Black Knight and the Class A units, which we refer to as the BKFS LLC Units or Units, of Black Knight Financial Services, LLC, which we refer to as BKFS LLC, and effecting the transactions.

New BKH Merger Sub, Inc. and BKFS Merger Sub, Inc.

New BKH Merger Sub, Inc. and BKFS Merger Sub, Inc., which we refer to as Merger Sub One and Merger Sub Two respectively, are newly-formed corporations that were organized in the State of Delaware on February 3, 2017 for the purpose of effecting the transactions.

THL Interest Holders

THL Equity Fund VI Investors (BKFS-LM), LLC
THL Equity Fund VI Investors (BKFS-NB), LLC
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, Massachusetts 02110
Telephone: 617-227-1050

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Each of THL Equity Fund VI Investors (BKFS-LM), LLC and THL Equity Fund VI Investors (BKFS-NB), LLC, which we refer to together as the THL Interest Holders, is managed by an affiliate of Thomas H. Lee Partners, L.P. Each of the THL Interest Holders is a limited liability company formed in the State of Delaware for the purpose of holding shares of Black Knight and BKFS LLC Units.

The Transactions (see page 40)

The Separation (see page 40)

Pursuant to the reorganization agreement, FNF will engage in a series of corporate transactions, which we refer to as the separation, including the following:

•: Black Knight Holdings, Inc., which we refer to as BKHI, will contribute to New BKH (i) all of the shares of Class B common stock of Black Knight, which we refer to as Black Knight Class B common stock, indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock, which we refer to as the contribution; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI; and
•: Immediately prior to the consummation of the mergers, FNF will cause all of the shares of New BKH common stock held by FNF to be distributed pro rata to the holders of the FNF Group common stock by means of book-entry transfer through the exchange agent, which we refer to as the spin-off; provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock, pursuant to the merger agreement.

After giving effect to the separation, New BKH, which will be 100% owned by holders of the FNF Group common stock, will own all of the shares of Black Knight Class B common stock and BKFS LLC Units beneficially owned by FNF prior to the separation.

The Contribution.

FNF currently indirectly owns Black Knight common stock representing approximately 54.29% of the outstanding shares of Class A and Class B common stock of Black Knight. In order to effect the distribution of these interests to FNF Group shareholders, FNF will cause these interests to be contributed to New BKH prior to the distribution in exchange for all of the shares of New BKH common stock. As a result, following the contribution, New BKH will own all of the shares of Black Knight Class B common stock and BKFS LLC Units indirectly owned by FNF.

The Spin-Off.

Immediately prior to the mergers, FNF will distribute all of the shares of New BKH common stock held by FNF on a pro rata basis to all of the holders of FNF Group common stock. FNF has not yet set the record date for the distribution. FNF will publicly announce the record date when it has been determined, which will be prior to completion of the distribution and the mergers. The distribution of shares will be made to a third party exchange agent in book-entry form for the benefit of the holders of the FNF Group common stock. After giving effect to the separation, New BKH, which will be 100% owned by holders of the FNF Group common stock, will own all of the shares of Black Knight Class B common stock and BKFS LLC Units indirectly owned by FNF prior to the separation. Immediately thereafter, each share of New BKH common stock will be converted into a right to receive one share of New Black Knight common stock. See "—The Mergers" below.

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The Mergers (see page 41)

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately after the separation, Merger Sub One will merge with and into New BKH, which we refer to as the New BKH merger. In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be converted into one share of New Black Knight common stock. New BKH will be the surviving corporation in the New BKH merger.

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately following the New BKH merger, Merger Sub Two will merge with and into Black Knight, which we refer to as the BKFS merger, and together with the New BKH merger, which we refer to as the mergers. In the BKFS merger, each outstanding share of Class A common stock of Black Knight, which we refer to as Black Knight Class A common stock, (other than shares owned by Black Knight) will be converted into one share of New Black Knight common stock. Black Knight will be the surviving corporation in the BKFS merger.

Conditions to Completion of the Mergers (see page 53)

Consummation of the mergers is subject to the satisfaction of certain conditions, including, among others:

•: consummation of the separation, including the spin-off, in accordance with the reorganization agreement and applicable law;
•: obtaining the affirmative vote of (i) holders of a majority of the outstanding voting shares of Black Knight common stock and (ii) holders of a majority of the outstanding voting shares of Black Knight common stock that are not owned, directly or indirectly, by the FNF affiliated shareholders or any officers or directors of the FNF affiliated shareholders;
•: there being no law, injunction, judgment or ruling prohibiting the completion of the mergers or making the completion of the mergers illegal;
•: the Securities and Exchange Commission, which we refer to as the SEC, declaring effective the registration statement of New BKH on Form S-1, of which this prospectus forms a part in connection with the spin-off and the registration statement of New Black Knight on Form S-4;
•: the shares of New Black Knight common stock deliverable to certain shareholders of New BKH, Black Knight and the THL Interest Holders having been approved for listing on NYSE;
•: each party's compliance in all material respects with its obligations under the merger agreement;
•: no event or circumstance shall have occurred that has or would reasonably be expected to have a "material adverse effect" on New BKH;
•: Black Knight's receipt of an opinion from Deloitte Tax, or another nationally recognized accounting or law firm, in form and substance reasonably acceptable to Black Knight, to the effect that the BKFS merger will qualify as a "reorganization" within the meaning of Section 368(a) of the IRC, or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the IRC; and
•: New BKH's receipt of an opinion from Deloitte Tax, or another nationally recognized accounting or law firm, in form and substance reasonably acceptable to FNF and New BKH, to the effect that the New BKH merger will qualify as a "reorganization" within the meaning of Section 368(a) of the IRC or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the IRC.

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Termination (see page 55)

The merger agreement may be terminated:

•: by mutual consent of the parties;
•: by any of the parties if the mergers have not been completed by March 8, 2018, subject to certain extension rights;
•: by any of the parties if the mergers are permanently enjoined;
•: by any of the parties if the Black Knight shareholder approval is not obtained;
•: by Black Knight, on the one hand, and New BKH, on the other hand, upon an incurable material breach of the merger agreement by the other party or parties; or
•: by New BKH if the Black Knight Special Committee withdraws or modifies its recommendation to the Black Knight shareholders regarding the mergers.

THL Interest Exchange Agreement (see page 63)

The THL Interest Exchange Agreement provides that immediately following the closing of the transactions contemplated by the merger agreement, the THL Interest Holders will contribute to New Black Knight all of the Black Knight Class B common stock and all of the BKFS LLC Units owned by the THL Interest Holders in exchange for a number of shares of New Black Knight common stock equal to the number shares of Black Knight Class B common stock contributed pursuant to the THL Exchange Agreement.

FNF's Reasons for the Transactions (see page 42)

In the course of reaching its decision to approve and declare advisable the merger agreement, the reorganization agreement and the transactions contemplated thereby, the FNF board of directors considered a number of factors in its deliberations. Those factors are described in "The Transactions—FNF's Reasons for the Transactions".

Accounting Treatment (see page 44)

After the completion of the transactions, Black Knight's Up-C structure will no longer be in place. As a result, Black Knight's consolidated statements of operations will reflect a higher effective tax rate more closely aligned with other C-corporations in the U.S. and will no longer reflect net earnings attributable to noncontrolling interests. Furthermore, the noncontrolling interest amount on our consolidated balance sheet immediately prior to completion of the transactions will be reclassified, resulting in an increase to shareholders' equity.

Certain Material U.S. Federal Income Tax Consequences of the Distribution and the Mergers (see page 177)

The Distribution

FNF has received a private letter ruling from the IRS regarding an issue relating to the tax-free treatment of the distribution, and the distribution is conditioned upon the receipt by FNF of an opinion from Deloitte Tax to the effect that certain contributions made by FNF to BKHI and the distribution should qualify as a tax-free reorganization under Sections 368(a) and 355 of the IRC and a distribution to which Sections 355 and 361 of the IRC applies. Accordingly, FNF and holders of FNF Group common stock generally should recognize no gain or loss with respect to the distribution. The opinion will be based upon various factual representations and assumptions, as well as certain undertakings made by FNF, New BKH, and Black Knight. Any inaccuracy in the representations or

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assumptions upon which such tax opinion is based, or failure by FNF, New BKH, or Black Knight to comply with any undertakings made in connection with such tax opinion, could alter the conclusions reached in such opinion. Opinions with respect to these matters are not binding on the IRS or the courts. As a result, the conclusions expressed in these opinions could be challenged by the IRS and a court could sustain such a challenge.

If, notwithstanding the receipt of the IRS ruling and an opinion of Deloitte Tax, if the distribution were determined to be a taxable transaction, each holder of FNF Group common stock who receives shares of New BKH common stock in the distribution would generally be treated as receiving a taxable distribution in an amount equal to the total fair market value of such shares of New BKH common stock. In general, the distribution would be taxable as a dividend to the extent of FNF's current and accumulated earnings and profits. Any amount of the distribution in excess of FNF's earnings and profits would be treated first as a non-taxable return of capital to the extent of the holder's tax basis in its shares of FNF Group common stock, with any remaining amount taxed as gain from the sale or exchange of the FNF Group common stock. FNF would generally recognize taxable gain equal to the excess of the fair market value of the shares of New BKH common stock distributed by FNF in the distribution over FNF's tax basis in such stock.

For further information concerning the U.S. federal income tax consequences of the distribution, see "Material U.S. Federal Income Tax Consequences of the Transactions."

The Mergers

A U.S. holder who exchanges Black Knight Class A common stock or New BKH common stock for New Black Knight common stock pursuant to the mergers will not recognize any gain or loss, for United States federal income tax purposes, upon the exchange, except for gain or loss with respect to cash received in lieu of New Black Knight fractional shares. Such holder will have a tax basis in the New Black Knight common stock received equal to the tax basis of the Black Knight Class A common stock or New BKH common stock surrendered therefor, reduced by any tax basis allocable to the fractional share interests in New Black Knight stock for which cash is received, provided either that the Black Knight Class A common stock or New BKH common stock exchanged does not have a tax basis that exceeds its fair market value or, if it does, that a certain election to reduce the tax basis of the New Black Knight common stock received to its fair market value is not made. The holding period for the New Black Knight common stock received will include the holding period for the Black Knight Class A common stock or New BKH common stock surrendered therefor.

Board of Directors and Management of New Black Knight (see page 43)

The directors of New Black Knight following the mergers will consist of the following six members who are the same as the current Black Knight directors: David K. Hunt and Ganesh B. Rao as Class I directors, each of whom shall have a term expiring in 2019, Richard N. Massey and John D. Rood as Class II directors, each of whom shall have a term expiring in 2020 and William P. Foley, II and Thomas M. Hagerty as Class III directors, each of whom shall have a term expiring in 2018. See "Management of New Black Knight Following the Transactions—Board of Directors".

The executive officers of Black Knight immediately prior to the effective time of the BKFS merger will be the initial executive officers of New Black Knight. See "Management of New Black Knight Following the Transactions—Management".

Listing (see page 45)

It is anticipated that shares of New Black Knight will be listed on the NYSE.

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Interests of Certain Persons in the Black Knight Merger (see page 43)

You should be aware that some of the directors and officers of Black Knight have interests in the BKFS merger that may be in addition to or differ from those of Black Knight's shareholders, including, but not limited to:

•: the continued employment of Black Knight's executive officers as New Black Knight's executive officers and the continued service of Black Knight's directors as directors of New Black Knight;
•: the indemnification of officers and directors of Black Knight by New Black Knight for their services as such up to the time of the consummation of the mergers;
•: the fact that William P. Foley II is a director and Chairman of the board of FNF, and each of John D. Rood, Richard N. Massey and Thomas M. Hagerty are directors of FNF and are members of the Black Knight board of directors. FNF currently beneficially owns approximately 98.46% of the outstanding Class B common stock of Black Knight and approximately 54.29% of the outstanding BKFS LLC Units; and
•: the fact that Michael L. Gravelle, the Executive Vice President, General Counsel and Corporate Secretary of Black Knight is also the Executive Vice President, General Counsel and Corporate Secretary of FNF.

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Visual Representation of the Transactions

Pre-Transaction Structure

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BKHI's Contribution to New BKH

BKHI will contribute to New BKH (i) all of the Black Knight Class B common stock indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock.

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Distribution of New BKH Common Stock to Holders of FNF Group Common Stock

Shares of New BKH common stock will be distributed as a dividend to holders of FNF Group common stock.

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The Mergers

New BKH Merger Sub will merge with and into New BKH. In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be converted into one share of New Black Knight common stock. New BKH will be the surviving corporation in the New BKH merger and will continue its existence as a subsdiary of New Black Knight.

Immediately following the New BKH merger, BKFS Merger Sub will merge with and into Black Knight. In the BKFS merger, each outstanding share of Class A common stock of Black Knight (other than shares owned by Black Knight) will be converted into one share of New Black Knight common stock. Black Knight will be the surviving corporation in the BKFS merger and will continue its existence as a subsidiary of New Black Knight.

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THL Interest Exchange

THL Interest Holders will contribute to New Black Knight all of the Black Knight Class B common stock and all of the BKFS LLC Units owned by the THL Interest Holders in exchange for a number of shares of New Black Knight common stock equal to the number of shares of Black Knight Class B common stock contributed pursuant to the THL Exchange Agreement.

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SUMMARY HISTORICAL FINANCIAL DATA

The following tables present historical financial data and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the related footnotes thereto, included elsewhere in this prospectus. Certain reclassifications have been made to the prior year amounts to conform with the 2016 presentation.

On January 2, 2014, FNF acquired Lender Processing Services, Inc., which we refer to as LPS, and the transaction, which we refer to as the LPS Acquisition. As a result, LPS became an indirect, wholly-owned subsidiary of FNF. Following the LPS Acquisition, on January 3, 2014, a series of transactions were effected, which we refer to as the Internal Reorganization. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our History—Acquisition of LPS by FNF and Subsequent Reorganization" on page 81 for additional information on the LPS Acquisition and the Internal Reorganization.

As a result of the Internal Reorganization, BKFS LLC acquired substantially all of the former Technology, Data and Analytics segment of LPS and Fidelity National Commerce Velocity, LLC, which we refer to as Commerce Velocity, a former indirect subsidiary of FNF. BKFS LLC did not acquire the former Transaction Services segment of LPS. On June 2, 2014, two wholly-owned subsidiaries of FNF contributed their respective interests in Property Insight, LLC, which we refer to as Property Insight, to BKFS LLC. In accordance with U.S. generally accepted accounting principles, which we refer to as GAAP, requirements for transactions between entities under common control, the Consolidated and Combined Financial Statements of BKFS LLC have been adjusted to reflect Commerce Velocity and Property Insight as of October 16, 2013, the date on which BKFS LLC was formed. LPS is considered the legal predecessor of BKFS LLC. For financial reporting purposes, BKFS LLC, including Commerce Velocity and Property Insight, is a predecessor for the period from October 16, 2013 through January 1, 2014. BKFS LLC is presented as the successor for periods subsequent to January 1, 2014.

Selected Historical Consolidated and Combined Financial Data of Black Knight

The Consolidated Statements of Operations data for the years ended December 31, 2016, 2015 and 2014 and the Consolidated Balance Sheets data as of December 31, 2016 and 2015 are derived from the audited Consolidated Financial Statements of Black Knight and BKFS LLC included in the Annual Report on Form 10-K, filed on February 24, 2017 and included elsewhere in this prospectus. The selected historical financial data as of June 30, 2017 and for the six months ended June 30, 2017 and 2016 are derived from our unaudited consolidated financial statements, and the Quarterly Report on Form 10-Q filed with the SEC on July 28, 2017, included elsewhere in this prospectus. The Combined Statement of Operations data for the period from October 16, 2013 through December 31, 2013 and the Consolidated Balance Sheet data as of December 31, 2014 are derived from the audited Consolidated and Combined Financial Statements of Black Knight and BKFS LLC and are not included or incorporated by reference into this prospectus. The Combined Statement of Operations data for the period from October 16, 2013 through December 31, 2013 represents the combined financial data of Commerce Velocity and Property Insight that is not included or incorporated by reference into this prospectus.

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We have not presented historical information for New BKH or New Black Knight because these entities have not had any corporate activity since their formation other than the issuance of shares of common stock in connection with their initial capitalization.

	Successor															Predecessor

	Successor															Predecessor
	Six months ended June 30, (Unaudited)
							Year ended December 31,									Period from October 16, 2013 through December 31, 2013
							Year ended December 31,
	2017			2016			2016			2015			2014
	2017			2016			2016			2015			2014
							(In millions, except per share data)
Statements of Operations Data:
Revenues	$	520.3		$	497.4		$	1,026.0		$	930.7		$	852.1		$	15.0
Expenses:
Operating expenses		287.5			281.2			582.6			538.2			514.9			16.9
Depreciation and amortization		102.9			97.4			208.3			194.3			188.8			1.1
Transition and integration costs		4.5			1.1			2.3			8.0			119.3			—

Total expenses		394.9			379.7			793.2			740.5			823.0			18.0

Operating income (loss)		125.4			117.7			232.8			190.2			29.1			(3.0	)

Other income and expense:
Interest expense, net		(30.7	)		(33.7	)		(67.6	)		(89.8	)		(128.7	)		—
Other expense, net		(16.5	)		(4.8	)		(6.4	)		(4.6	)		(12.0	)		—

Total other expense, net		(47.2	)		(38.5	)		(74.0	)		(94.4	)		(140.7	)		—

Earnings (loss) from continuing operations before income taxes		78.2			79.2			158.8			95.8			(111.6	)		(3.0	)
Income tax expense (benefit)		15.1			12.9			25.8			13.4			(5.3	)		—

Net earnings (loss) from continuing operations		63.1			66.3			133.0			82.4			(106.3	)		(3.0	)
Loss from discontinued operations, net of tax		—			—			—			—			(0.8	)		—

Net earnings (loss)		63.1			66.3			133.0			82.4			(107.1	)		(3.0	)
Less: Net earnings (loss) attributable to noncontrolling interests		42.7			43.5			87.2			62.4			(107.1	)		(3.0	)

Net earnings attributable to Black Knight	$	20.4		$	22.8		$	45.8		$	20.0		$	—		$	—

	Six months ended June 30, (Unaudited)

							May 26, 2015 through December 31, 2015
					Year ended December 31, 2016
	2017		2016		Year ended December 31, 2016
Net earnings per share attributable to Black Knight Class A common shareholders:
Basic	$	0.30	$	0.35	$	0.69	$	0.31



Diluted	$	0.29	$	0.34	$	0.67	$	0.29



Weighted average shares of Class A common stock outstanding:
Basic		67.7		65.9		65.9		64.4



Diluted		153.0		152.7		67.9		67.9

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	Successor										Predecessor

	June 30, (Unaudited)
					December 31,
					December 31,						December 31, 2013
	2017		2016		2016		2015		2014
	2017		2016		2016		2015		2014
					(In millions)
Balance Sheets Data:
Cash and cash equivalents	$	99.3	$	28.2	$	133.9	$	186.0	$	61.9	$	7.4
Total assets	$	3,719.2	$	3,703.8	$	3,762.0	$	3,703.7	$	3,598.3	$	88.1
Total debt (current and long-term)	$	1,554.7	$	1,620.8	$	1,570.2	$	1,661.5	$	2,135.1	$	—

Selected Historical Combined Financial Data of Commerce Velocity and Property Insight

The following selected unaudited historical combined financial information has been derived from the unaudited financial information of Commerce Velocity and Property Insight that is not included or incorporated by reference into this prospectus.

The selected unaudited financial information as of and for the year ended December 31, 2012 and the period January 1, 2013 through October 15, 2013 is derived from the historical financial records of FNF.

	January 1, 2013 through October 15, 2013			Year ended December 31, 2012

	(In millions)
Statements of Operations Data:
Revenues	$	58.2		$	73.5
Net (loss) earnings	$	(7.2	)	$	4.1
Balance Sheets Data:
Total assets	$	79.1		$	90.4

Selected Historical Consolidated Financial Data of LPS

The Consolidated Statement of Operations data for the day ended January 1, 2014 and the Consolidated Balance Sheet data as of January 1, 2014 are derived from the audited Consolidated Financial Statements of LPS. The Consolidated Statements of Operations data for the years ended December 31, 2013 and 2012 and Consolidated Balance Sheets data as of December 31, 2013 and 2012,

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are derived from the audited Consolidated Financial Statements of LPS not included elsewhere in this prospectus.

				Year ended December 31,

	Day ended January 1, 2014			Year ended December 31,
	Day ended January 1, 2014			2013(1)		2012(1)
	(In millions, except per share data)
Statements of Operations Data:
Revenues	$	—		$	1,716.2	$	1,991.3
Net (loss) earnings from continuing operations	$	(39.0	)	$	104.2	$	79.6
Net (loss) earnings	$	(39.0	)	$	102.7	$	70.4
Net earnings per share—basic from continuing operations				$	1.22	$	0.94
Net earnings per share—basic				$	1.20	$	0.83
Weighted average shares—basic					85.4		84.6
Net earnings per share—diluted from continuing operations				$	1.21	$	0.94
Net earnings per share—diluted				$	1.19	$	0.83
Weighted average shares—diluted					85.9		84.9
Balance Sheets Data:
Cash and cash equivalents	$	278.4		$	329.6	$	236.2
Total assets	$	2,446.6		$	2,486.7	$	2,445.8
Total debt (current and long-term)	$	1,068.1		$	1,068.1	$	1,068.1
Cash dividends per share	$	—		$	0.40	$	0.40

(1): On June 30, 2014, we completed the sale of PCLender, the results of which have been included in discontinued operations.

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Selected Quarterly Financial Data of Black Knight and BKFS LLC (Unaudited)

Selected quarterly financial data is as follows:

	Quarter Ended

	March 31,			June 30,			September 30,			December 31,
	(In millions, except per share data)
2017
Revenues	$	258.1		$	262.2
Earnings from continuing operations before income taxes and noncontrolling interests	$	39.9		$	38.3
Net earnings	$	33.9		$	29.2
Net earnings attributable to Black Knight	$	12.2		$	8.2
Basic earnings per share attributable to Black Knight	$	0.18		$	0.12
Diluted earnings per share attributable to Black Knight	$	0.18		$	0.11
2016
Revenues	$	241.9		$	255.5		$	267.1		$	261.5
Earnings from continuing operations before income taxes and noncontrolling interests	$	39.3		$	39.9		$	38.7		$	40.9
Net earnings	$	33.1		$	33.2		$	32.4		$	34.3
Net earnings attributable to Black Knight	$	11.4		$	11.4		$	11.2		$	11.8
Basic earnings per share attributable to Black Knight	$	0.17		$	0.17		$	0.17		$	0.18
Diluted earnings per share attributable to Black Knight	$	0.17		$	0.17		$	0.16		$	0.17
2015
Revenues	$	227.2		$	232.1		$	233.6		$	237.8
Earnings from continuing operations before income taxes and noncontrolling interests	$	14.7		$	8.2		$	36.4		$	36.5
Net earnings	$	14.5		$	7.8		$	30.0		$	30.1
Net earnings attributable to Black Knight				$	0.3		$	9.9		$	9.8
Basic earnings per share attributable to Black Knight				$	0.01		$	0.15		$	0.15
Diluted earnings per share attributable to Black Knight				$	—		$	0.15		$	0.14
2014
Revenues	$	202.5		$	214.3		$	215.0		$	220.3
Net (loss) earnings from continuing operations	$	(89.7	)	$	(24.6	)	$	(0.2	)	$	8.2
Net (loss) earnings	$	(89.9	)	$	(24.4	)	$	(1.0	)	$	8.2

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RISK FACTORS

You should consider carefully the following risks or investment considerations related to the transactions, in addition to the other information in this prospectus. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. If any of the following risks actually occur, our business could be adversely affected.

Risks Relating to the Transactions

FNF's proposed plan to distribute shares of Black Knight is subject to inherent risks.

The spin-off is subject to the filing and acceptance of a registration statement related to the distribution with the SEC, Black Knight shareholder approval and other customary closing conditions. No assurance can be given that any of the foregoing conditions will be met. The spin-off is subject to inherent risks and uncertainties including, among others: risks that the spin-off as a whole will not be consummated or that the distribution of Black Knight shares will not be consummated, increased demands on Black Knight's management team to accomplish the spin-off and significant transaction costs. In addition, no assurance can be given that New Black Knight will realize the potential strategic and financial benefits from the spin-off in the near term or at all, and no assurance can be given that the market will react favorably to the spin-off or any of the transactions contemplated thereby.

Officers and directors of Black Knight have certain interests in the BKFS merger that are different from, or in addition to, the interests of Black Knight shareholders. These interests may be perceived to have affected their decision to support or approve the BKFS merger.

Black Knight officers and directors have certain interests in the mergers that are different from, or in addition to, the interests of shareholders of Black Knight. These interests include, but are not limited to:

•: the continued employment of substantially all of Black Knight's executive officers as New Black Knight's executive officers and the continued service of certain of Black Knight's directors as directors of New Black Knight;
•: the indemnification of officers and directors of Black Knight by New Black Knight for their services up to the time of the consummation of the mergers; and
•: the fact that certain directors and officers of Black Knight are also directors and current or former officers of FNF, which currently beneficially owns approximately 98.46% of the outstanding shares of Black Knight Class B common stock, currently representing approximately 54.29% of the voting securities of Black Knight, and approximately 54.29% of the outstanding BKFS LLC Units;

See "The Transactions—Interests of Certain Persons in the Transactions."

If holders of FNF Group common stock who receive New Black Knight common stock in the transactions sell that stock immediately, it could cause a decline in the market price of New Black Knight common stock.

All of the shares of New Black Knight common stock to be issued in the transactions will be registered with the SEC under the registration statement of which this prospectus is a part, and therefore will be immediately available for resale in the public market, except with respect to shares issued in the transactions to certain affiliates (as that term is defined in Rule 405 of the Securities Act). The number of holders of New Black Knight common stock immediately after the mergers will be substantially larger than the current number of holders of Black Knight common stock. Holders of FNF Group common stock who are not directors, officers or affiliates of FNF may elect to sell the New

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Black Knight shares they receive immediately after the transactions. Directors, officers and other affiliates of FNF may immediately resell the New Black Knight shares they receive under Rule 144 of the Securities Act under certain conditions, one of which limits the amount of shares to the greater of 1% of the outstanding shares or the average weekly volume of trading of New Black Knight stock for the four weeks prior to their proposed sale. As a result of future sales of such common stock, or the perception that these sales could occur, the market price of New Black Knight common stock may decline and could decline significantly before or at the time the transactions are completed, or immediately thereafter. If this occurs, or if other holders of New Black Knight common stock sell significant amounts of New Black Knight common stock immediately after the transactions are completed, it is likely that these sales would cause a decline in the market price of New Black Knight common stock.

The spin-off could result in significant tax liability to FNF and to holders of FNF Group common stock, and under certain circumstances New Black Knight may have a significant indemnity obligation to FNF, which is not limited in amount or subject to any cap, if the spin-off is treated as a taxable transaction.

FNF has received a private letter ruling from the IRS regarding an issue relating to the tax-free treatment of the spin-off, and the spin-off is conditioned upon the receipt by FNF of an opinion from Deloitte Tax to the effect that certain contributions made by FNF to BKHI and the spin-off should qualify as a tax-free reorganization under Sections 368(a) and 355 of the IRC and a spin-off to which Sections 355 and 361 of the IRC applies, respectively. The IRS private letter ruling is, and the opinion will be, based upon various factual representations and assumptions and, in the case of the opinion, certain undertakings, made by FNF, New BKH, and Black Knight. Any inaccuracy in the representations or assumptions upon which such tax opinion is based, or failure by FNF, New BKH, or Black Knight to comply with any undertakings made in connection with such tax opinion, could alter the conclusions reached in such opinion. Opinions with respect to these matters are not binding on the IRS, or the courts. As a result, the conclusions expressed in these opinions could be challenged by the IRS and a court could sustain such a challenge.

Even if the spin-off otherwise qualifies for tax-free treatment under Sections 355, 361 and 368(a) of the IRC, the spin-off would result in a significant U.S. federal income tax liability to FNF (but not to holders of FNF Group common stock) under Section 355(e) of the IRC if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of New BKH (including indirectly through acquisitions of New Black Knight common stock) as part of a plan or series of related transactions that includes the spin-off. Current U.S. federal income tax law generally creates a presumption that any acquisitions of the stock of New BKH within two years before or after the spin-off are part of a plan that includes the spin-off, although the parties may be able to rebut that presumption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. New BKH does not expect that the mergers and the THL Interest Exchange, by themselves, will cause Section 355(e) to apply to the spin-off. Notwithstanding the IRS ruling and the opinion of Deloitte Tax described above, New BKH or New Black Knight might inadvertently cause or permit a prohibited change in the ownership of New BKH or New Black Knight to occur, thereby triggering a tax liability to FNF. If the spin-off is determined to be taxable to FNF, FNF would recognize gain equal to the excess of the fair market value of the New BKH common stock held by it immediately before the spin-off over FNF's tax basis therein. Open market purchases of New Black Knight common stock by third parties without any negotiation with New Black Knight will generally not cause Section 355(e) of the IRC to apply to the spin-off.

Under the tax matters agreement, FNF will be obligated to indemnify New Black Knight and its subsidiaries for any losses and taxes resulting from the failure of the spin-off to be a tax-free transaction described under Sections 355, 361 and 368(a) of the IRC, unless the failure of the spin-off

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to be a tax-free transaction results from what we refer to as a "New Black Knight disqualifying action." A New Black Knight disqualifying action for which New Black Knight will be obligated to indemnify FNF includes (i) any action by New Black Knight or any of its subsidiaries, or the failure to take any action within their control which, negates the tax-free status of the transactions; or (ii) direct or indirect changes in ownership of New Black Knight or New BKH equity interests that cause the spin-off to be a taxable event to FNF as a result of the application of Section 355(e) of the IRC or to be a taxable event as a result of a failure to satisfy the "continuity of interest" or "device" requirements for tax-free treatment under Section 355 of the IRC.

If it is subsequently determined, for whatever reason, that the spin-off does not qualify for tax-free treatment, holders of FNF Group common stock immediately prior to the spin-off could incur significant tax liabilities.

New Black Knight may decide to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.

Under the tax matters agreement, New Black Knight will covenant not to take or fail to take any reasonably required action, following the spin-off, which action or failure to act, would (i) be inconsistent with any covenant or representation made by New Black Knight in any document related to the spin-off, or (ii) prevent, or be reasonably likely to prevent, the tax-free status of the spin-off. Further, the tax matters agreement will require that New Black Knight generally indemnify FNF and its subsidiaries for any taxes or losses resulting from any action by New Black Knight or its subsidiaries, or the failure to take any action within their control which, negates the tax-free status of the spin-off; or direct or indirect changes in ownership of New Black Knight or New BKH equity interests that cause the spin-off to be a taxable event to FNF as a result of the application of Section 355(e) of the IRC or to be a taxable event as a result of a failure to satisfy the "continuity of interest" or "device" requirements for tax-free treatment under Section 355 of the IRC. As a result, New Black Knight might determine to forgo certain transactions that might have otherwise been advantageous in order to preserve the tax-free treatment of the spin-off.

In particular, New Black Knight might determine to continue to operate certain of its business operations for the foreseeable future even if a liquidation or sale of such business might have otherwise been advantageous. Moreover, in light of the mergers as well as certain other transactions that might be treated as part of a plan that includes the spin-off for purposes of Section 355(e) of the IRC (as discussed above), New Black Knight might determine to forgo certain transactions, including share repurchases, stock issuances, asset dispositions or other strategic transactions for some period of time following the mergers. In addition, New Black Knight's indemnity obligation under the tax matters agreement might discourage, delay or prevent a third party from entering into a change of control transaction with us for some period of time following the spin-off.

New Black Knight will be restricted from pursuing potential business opportunities under the non-competition agreement.

Under the non-competition agreement, New Black Knight will agree to certain restrictions on the scope of the business that it may conduct for the ten-year period following completion of the transactions, including that New Black Knight will be prohibited from (i) engaging in title generation / escrow services, appraisal, or default and field services work (other than technology solutions for such settlement services) without the prior written consent of FNF (subject to an exception allowing New Black Knight to acquire a business engaged in such restricted services if at least 90% of such business' revenue is contributed by activities other than such restricted services) and (ii) engaging in certain transactions, such as a merger, sale of assets, or sale of greater than 5% of its equity interests, with a buyer that derives 10% or more of its revenue from such restricted services. Although Black Knight does not presently engage in any of these restrictive services and its current business is not restricted,

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as a result of these restrictions, New Black Knight may have to forgo certain transactions that might have otherwise been advantageous in compliance with its obligations under the non-competition agreement.

In particular, the restriction on engaging in a merger, sale of assets, or sale of greater than 5% of its equity interests with a buyer that derives 10% or more of its revenue from restricted services may discourage a third party engaged in such restricted services from pursuing such a transaction with us during the ten-year period following completion of the transactions.

Risks Relating to New Black Knight's Business after the Mergers

For purposes of this section, references to "Company," "we," "our," or "us" refers to New Black Knight.

If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, or if we are unable to provide adequate security in the electronic transmission of sensitive data, it could have a material adverse effect on our business, financial condition and results of operations.

We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store electronic information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information, consumer data and proprietary business information. Cyber-based attacks against financial institutions to extort payment in return for the release of sensitive information are increasing. Unauthorized access, including through use of fraudulent schemes such as "phishing" schemes, could jeopardize the security of information stored in our systems. In addition, malware or viruses could jeopardize the security of information stored or used in a user's computer. If we are unable to prevent such security or privacy breaches, our operations could be disrupted, or we may suffer loss of reputation, financial loss, lawsuits and other regulatory imposed restrictions and penalties because of lost or misappropriated information, including sensitive consumer data, which could have a material adverse effect on our business, financial condition and results of operations. Likewise, our clients are increasingly imposing more stringent contractual obligations on us relating to our information security protections. If we are unable to maintain protections and processes at a level commensurate with that required by our large clients, it could negatively affect our relationships with those clients, increase our operating costs or subject us to liability under those contractual obligations, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on our top clients for a significant portion of our revenues and profits, which makes us susceptible to the same macro-economic and regulatory factors that affect our clients. If these clients are negatively affected by current economic or regulatory conditions or otherwise experience financial hardship or stress, or if the terms of our relationships with these clients change, it could have a material adverse effect on our business, financial condition and results of operations.

We operate in a consolidated industry and as a result, a small number of our clients have accounted for a significant portion of our revenues. We expect that a limited number of our clients will continue to represent a significant portion of our revenues for the foreseeable future. The significant portion of our revenues that a limited number of our clients currently represent may increase in the future. During the year ended December 31, 2016, our largest client, Wells Fargo, N.A., which we refer to as Wells Fargo, accounted for approximately 12% of our consolidated revenues and approximately 15% and 1% of the revenues from our Technology and Data and Analytics segments, respectively. During the year ended December 31, 2016, our five largest clients accounted for approximately 36% of

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our consolidated revenues, approximately 38% of our Technology segment revenues and approximately 28% of our Data and Analytics segment revenues.

Our clients face continued pressure in the current economic and regulatory climate. Many of our relationships with these clients are long-standing and are important to our business and results of operations, but there is no guarantee that we will be able to retain or renew existing agreements or maintain our relationships on acceptable terms or at all. Additionally, we rely on cross-selling our products and services to our existing clients as a source of growth. The deterioration in or termination of any of these relationships could significantly reduce our revenues and could have a material adverse effect on our business, financial condition and results of operations. As a result, we may be disproportionately affected by declining revenues from, or loss of, a significant client. In addition, by virtue of their significant relationships with us, these clients may be able to exert pressure on us with respect to the pricing of our services.

The time and expense associated with switching from our competitors' software and services to ours may limit our growth.

The costs for a mortgage lender or servicer to switch providers of technology, data and analytics solutions and services can be significant and the process can sometimes take 12 to 18 months to complete. As a result, potential clients may decide that it is not worth the time and expense to begin using our solutions and services, even if we offer competitive and economic advantages. If we are unable to convince these potential clients to switch to our software and services, our ability to increase market share will be limited, which could have a material adverse effect on our business, financial condition and results of operations.

We typically provide service level commitments under our client contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for prepaid amounts related to unused subscription services or face contract terminations, which could adversely affect our business, financial condition and results of operations.

Our client agreements typically provide service level commitments measured on a daily and monthly basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications, we may be contractually obligated to provide these clients with service credits or refunds or we could face contract terminations. If we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our clients or if we experience any extended service outages, it could have a material adverse effect on our business, financial condition and results of operations.

Any failure to offer high-quality technical support services may adversely affect our relationships with our clients and could have a material adverse effect on our business, financial condition and results of operations.

Once our applications and technology are deployed, our clients depend on our support organization to resolve technical issues relating thereto. We may be unable to respond adequately to accommodate short-term increases in client demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased client demand for these services, without corresponding revenues, could increase costs and adversely affect our results of operations. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing clients. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our applications to existing and prospective clients, any of which could have a material adverse effect on our business, financial condition and results of operations.

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Our clients and we are subject to various governmental regulations, and a failure to comply with governmental regulations, or changes in these regulations, including changes that may result from changes in the political landscape could result in penalties, restrict or limit our or our clients' operations or make it more burdensome to conduct such operations, any of which could have a material adverse effect on our business, financial condition and results of operations.

Many of our clients and our businesses are subject to various federal, state, local and foreign laws and regulations. Our failure to comply with applicable laws and regulations could restrict our ability to provide certain services or result in imposition of civil fines and criminal penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity and loss of revenues.

As a provider of electronic data processing to financial institutions, such as banks and credit unions, we are subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council, which we refer to as FFIEC. We also may be subject to possible review by state agencies that regulate banks in each state in which we conduct our electronic processing activities.

In addition, our businesses are subject to an increased degree of compliance oversight by regulators and by our clients. Specifically, the Consumer Financial Protection Bureau, which we refer to as CFPB, has authority to write rules affecting the business of, supervise, conduct examinations of, and enforce compliance as to federal consumer financial protection laws and regulations with respect to certain "non-depository covered persons" determined by the CFPB to be "larger participants" that offer consumer financial products and services. The CFPB and the prudential financial institution regulators such as the Office of the Comptroller of the Current, which we refer to as OCC, also have the authority to examine us in our role as a service provider to large financial institutions, although it is yet unclear how broadly they will apply this authority going forward. In addition, we believe some of our largest bank clients' regulators are requiring the banks to exercise greater oversight and perform more rigorous audits of their key vendors such as us.

The Real Estate Settlement Procedures Act, which we refer to as RESPA, and related regulations generally prohibit the payment or receipt of fees or any other item of value for the referral of real estate-related settlement services. RESPA also prohibits fee shares or splits or unearned fees in connection with the provision of residential real estate settlement services, such as mortgage brokerage and real estate brokerage. Notwithstanding these prohibitions, RESPA permits payments for goods furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or services provided. RESPA and related regulations may to some extent restrict our real estate-related businesses from entering into certain preferred alliance arrangements. The CFPB is responsible for enforcing RESPA.

Changes to laws and regulations and regulatory oversight of our clients and us, including those that may result from changes in the political landscape, may cause us to increase our prices in certain situations or decrease our prices in other situations, may restrict our ability to implement price increases or otherwise limit the manner in which we conduct our business. We may also incur additional expense in keeping our technology services up to date as laws and regulations change, and we may not be able to pass those additional costs on to our clients. In addition, in response to increased regulatory oversight, participants in the mortgage lending industry may develop policies pursuant to which they limit the extent to which they can rely on any one vendor or service provider. Conversely, in an environment with less stringent regulatory oversight, prospective clients may choose to retain their in-house platforms, or current service providers, or seek alternative service providers who provide services that are less compliance and quality oriented at a lower price point. If we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative effect on our clients, we may experience client losses or increased operating costs, which could have a material adverse effect on our business, financial condition and results of operations.

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There may be consolidation in our end client market, which could reduce the use of our services by our clients and could have a material adverse effect on our business, financial condition and results of operations.

Consolidations among existing or potential clients could reduce the number of our clients and potential clients. If our clients merge with, are acquired by or sell their servicing portfolios to other entities that are not our clients, or that use fewer of our services, they may discontinue or reduce their use of our services. In addition, if potential clients merge, our ability to increase our client base may be adversely affected and the ability of our customers to exert pressure on our pricing may increase. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

Regulatory developments with respect to use of consumer data and public records could have a material adverse effect on our business, financial condition and results of operations.

Because our databases include certain public and non-public personal information concerning consumers, we are subject to government regulation and potential adverse publicity concerning our use of consumer data. We acquire, store, use and provide many types of consumer data and related services that are subject to regulation under the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Driver's Privacy Protection Act and, to a lesser extent, various other federal, state and local laws and regulations. These laws and regulations are designed to protect the privacy of consumers and to prevent the unauthorized access and misuse of personal information in the marketplace. Our failure to comply with these laws, or any future laws or regulations of a similar nature, could result in substantial regulatory penalties, litigation expense and loss of revenues, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, some of our data suppliers face similar regulatory requirements and, consequently, they may cease to be able to provide data to us or may substantially increase the fees they charge us for this data, which may make it financially burdensome or impossible for us to acquire data that is necessary to offer our products and services. Further, many consumer advocates, privacy advocates and government regulators believe that existing laws and regulations do not adequately protect privacy or ensure the accuracy of consumer-related data. As a result, they are seeking further restrictions on the dissemination or commercial use of personal information to the public and private sectors as well as contemplating requirements relative to data accuracy and the ability of consumers to opt to have their personal data removed from databases such as ours. Any future laws, regulations or other restrictions limiting the dissemination or use of personal information may reduce the quality and availability of our solutions and services, which could have a material adverse effect on our business, financial condition and results of operations.

Participants in the mortgage industry are under intense scrutiny, and efforts by the government to reform the mortgage industry or address the troubled mortgage market and the current economic environment could have a material adverse effect on our business, financial condition and results of operations.

Since the beginning of the housing crisis, the mortgage industry has been under intense scrutiny by governmental authorities, judges and the news media, among others. This scrutiny has included federal and state governmental review of all aspects of the mortgage lending business, and several actions to aid the housing market and the economy in general, and to implement more rigorous standards around mortgage servicing, with particular focus on loans that are in default.

New national mortgage servicing rules have been implemented that, among other things, require very specific loan modification procedures to be followed and offered to the borrower before any foreclosure proceeding can be initiated or completed. These standards have further reduced the number of loans entering the foreclosure process and have negatively affected our default technology revenues and profits, and it is unclear what affect these standards will have on us in the future.

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Additional state and federal government actions directed at housing and the mortgage industry may occur and could have a material adverse effect on our business, financial condition and results of operations.

Our clients' relationships with government-sponsored enterprises, which we refer to as GSEs, are subject to change, which could have a material adverse effect on our business, financial condition and results of operations.

Our clients have significant relationships with Fannie Mae and Freddie Mac, which are GSEs, tasked with working with financial institutions to provide liquidity to the mortgage market. They do this by purchasing loans from the lenders either for cash or in exchange for mortgage-backed securities that are backed by those loans and that, for a fee, carries the GSEs guarantee of timely payment of interest and principal to investors of those mortgage-backed securities. Because our clients service the loans owned by GSEs, we provide solutions and services for many of those loans. As a result of these relationships, GSEs have been able to implement changes to our pricing structure on certain products and services we provide. GSEs or other governmental agencies may be able to exert similar pressure on the pricing of our solutions and services in the future, which could have a material adverse effect on our business, financial condition and results of operations.

If we fail to adapt our solutions to technological changes or evolving industry standards, or if our ongoing efforts to upgrade our technology are not successful, we could lose clients and have difficulty attracting new clients for our solutions, which could have a material adverse effect on our business, financial condition and results of operations.

The markets for our solutions are characterized by constant technological changes, frequent introductions of new products and services and evolving industry standards and regulations. Our future success will be significantly affected by our ability to successfully enhance our current solutions, and develop and introduce new solutions and services that address the increasingly sophisticated needs of our clients and their customers. These initiatives carry the risks associated with any new product or service development effort, including cost overruns, delays in delivery and performance issues. There can be no assurance that we will be successful in developing, marketing and selling new solutions and services that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, introduction, and marketing of these solutions and services or that our new solutions and services and their enhancements will adequately meet the demands of the marketplace and achieve market acceptance. If our efforts are unsuccessful, it could have a material adverse effect on our business, financial condition and results of operations.

We operate in a competitive business environment and, if we are unable to compete effectively, it could have a material adverse effect on our business, financial condition and results of operations.

The markets for our solutions are intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. Some of our competitors have substantial resources. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face in the markets in which we operate will not have a material adverse effect on our business, financial condition and results of operations.

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Further, because many of our larger potential clients have historically developed their key processing applications in-house and therefore view their system requirements from a make-versus-buy perspective, we often compete against our potential clients' in-house capacities. As a result, gaining new clients in our mortgage processing business can be difficult. For banks and other potential clients, switching from an internally designed system to an outside vendor, or from one vendor of mortgage processing services to a new vendor, is a significant undertaking. These potential clients worry about potential disadvantages such as loss of custom functionality, increased costs and business disruption. As a result, these potential clients often resist change. There can be no assurance that our strategies for overcoming potential clients' reluctance to change will be successful, and if we are unsuccessful, it could have a material adverse effect on our business, financial condition and results of operations.

To the extent the availability of free or relatively inexpensive information increases, the demand for some of our data and information solutions may decrease, which could have a material adverse effect on our business, financial condition and results of operations.

Public sources of free or relatively inexpensive information have become increasingly available recently, particularly through the Internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce demand for, or the price that clients are willing to pay for, our data and information solutions. To the extent that clients choose not to obtain data and information from us and instead rely on information obtained at little or no cost from these public sources, it could have a material adverse effect on our business, financial condition and results of operations.

We rely upon proprietary technology and information rights, and if we are unable to protect our rights, it could have a material adverse effect on our business, financial condition and results of operations.

Our success depends, in part, upon our intellectual property rights. We rely primarily on a combination of patents, copyrights, trade secrets, and trademark laws and nondisclosure and other contractual restrictions on copying, distribution and creation of derivative products to protect our proprietary technology and information. This protection is limited, and our intellectual property could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Any infringement, disclosure, loss, invalidity of or failure to protect our intellectual property could have a material adverse effect on our business, financial condition and results of operations. Moreover, litigation may be necessary to enforce or protect our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others.

Such litigation could be time-consuming, result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations.

If our applications or services are found to infringe the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties, any of which could have a material adverse effect on our business, financial condition and results of operations.

As our information technology applications and services develop, we may become increasingly subject to infringement claims. Any such claims, whether with or without merit, could:

•: be expensive and time-consuming to defend;
•: cause us to cease providing solutions that incorporate the challenged intellectual property;
•: require us to redesign our solutions, if feasible;
•: divert management's attention and resources; and

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•: require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies.

Any one or more of the foregoing outcomes could have a material adverse effect on our business, financial condition and results of operations. Additionally, we may be liable for damages for past infringement if a court determines that our software or technologies infringe upon a third party's patent or other proprietary rights.

If we are unable to successfully consummate and integrate acquisitions, it could have a material adverse effect on our business, financial condition and results of operations.

One of our strategies to grow our business is to opportunistically acquire complementary businesses, technologies and services. This strategy will depend on our ability to find suitable acquisitions and finance them on acceptable terms. We may require additional debt or equity financing for future acquisitions, and doing so will be made more difficult by our substantial debt. Raising additional capital for acquisitions through debt financing could result in increased interest expense and may involve agreements that include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional capital for acquisitions through equity financing, the ownership interests of existing shareholders will be diluted.

If we are unable to acquire suitable acquisition candidates, we may experience slower growth. Further, we may face challenges in integrating any acquired business. These challenges include eliminating redundant operations, facilities and systems, coordinating management and personnel, retaining key employees, managing different corporate cultures and achieving cost reductions and cross-selling opportunities. Additionally, the acquisition and integration processes may disrupt our business and divert management attention and our resources. If we fail to successfully integrate acquired businesses, products, technologies and personnel, it could impair relationships with employees, clients and strategic partners, distract management attention from our core businesses, result in control failures and otherwise disrupt our ongoing business, any of which could have a material adverse effect on our business, financial condition and results of operations. We also may not be able to retain key management and other critical employees after an acquisition. In addition, we may be required to record future charges for impairment of goodwill and other intangible assets resulting from such acquisitions.

Our profitability may be affected by gains or losses on any sales of businesses, or lost operating income or cash flows from such businesses. We also may be required to record asset impairment or restructuring charges related to divested businesses, or indemnify buyers for liabilities, which may reduce our profitability and cash flows. We may also be unable to negotiate such divestitures on terms acceptable to us. If we are unsuccessful in divesting such businesses, it could have a material adverse effect on our business, financial condition and results of operations.

Our reliance on third parties subjects us to risk and may disrupt or adversely affect our operations. In addition, we may not realize the full benefit of our third-party arrangements, which may result in increased costs, or may adversely affect the service levels we are able to provide our clients.

We rely upon third parties for various business process and information technology services, including information security testing, telecommunications and software code development. Although we have contractual provisions with our providers that specify performance requirements, we do not ultimately control their performance, which may make our operations vulnerable to their performance failures. In addition, our failure to adequately monitor and regulate the performance of our third-party vendors could subject us to additional risk. Reliance on third parties also makes us vulnerable to changes in our vendors' businesses, financial condition and other matters outside of our control, including their violations of laws or regulations, which could increase our exposure to liability or otherwise increase the costs associated with the operation of our business. The failure of our providers

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to perform as expected or as contractually required could result in significant disruptions and costs to our operations and to the services we provide to our clients, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our ability to access data from external sources to maintain and grow our businesses. If we are unable to access needed data from these sources or if the prices charged for these services increase, the quality, pricing and availability of our solutions may be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.

We rely extensively upon data from a variety of external sources to maintain our proprietary and non-proprietary databases, including data from third-party suppliers, various government and public record sources and data contributed by our clients. Our data sources could cease providing or reduce the availability of their data to us, increase the price we pay for their data or limit our use of their data for a variety of reasons, including legislatively or judicially imposed restrictions on use. If a number of suppliers are no longer able or are unwilling to provide us with certain data, or if our public record sources of data become unavailable or too expensive, we may need to find alternative sources. If we are unable to identify and contract with suitable alternative data suppliers and efficiently and effectively integrate these data sources into our service offerings, we could experience service disruptions, increased costs and reduced quality of our services. Moreover, some of our suppliers compete with us in certain product offerings, which may make us vulnerable to unpredictable price increases from them. Significant price increases could require us to seek substitute sources of data on more favorable economic terms, which may not be available at all. Loss of such access or the availability of data in the future on commercially reasonable terms or at all may reduce the quality and availability of our services and solutions, which could have a material adverse effect on our business, financial condition and results of operations.

Our international third-party service providers and our own international operations subject us to additional risks, which could have a material adverse effect on our business, financial condition and results of operations.

Over the last few years, we have sought to reduce our costs by utilizing lower-cost labor outside the U.S. in countries such as India. These countries may be subject to higher degrees of political and social instability than the U.S. and may lack the infrastructure to withstand political unrest or natural disasters. Such disruptions can affect our ability to deliver our solutions on a timely basis, if at all, and to a lesser extent can decrease efficiency and increase our costs. Weakness of the U.S. dollar in relation to the currencies used and higher inflation rates experienced in these countries may also reduce anticipated savings. Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the U.S. and, as a result, many of our clients may require us to use labor based in the U.S. We may not be able to pass on the increased costs of higher-priced U.S.-based labor to our clients, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, the foreign countries in which we have outsourcing arrangements or operate could adopt new legislation or regulations that could make it difficult, more costly or impossible for us to continue our foreign activities as currently being conducted. In addition, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, which we refer to as FCPA, or other local anti-corruption laws. Any violations of FCPA or local anti-corruption laws by us or our subsidiaries, could result in substantial financial and other penalties, which could have a material adverse effect on our business, financial condition and results of operations.

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We have substantial investments in recorded goodwill and other intangible assets as a result of prior acquisitions, and an economic downturn or troubled mortgage market could cause these investments to become impaired, requiring write-downs that could have a material adverse effect on our results of operations.

Goodwill recorded on our balance sheet was approximately $2.3 billion, or approximately 62% of our total assets, as of June 30, 2017. Other intangible assets recorded on our balance sheet were approximately $265.3 million, or approximately 7% of our total assets. Current accounting rules require that goodwill and other indefinite lived intangible assets be assessed for impairment at least annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable. Current accounting rules require that intangible assets with finite useful lives be assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors that may indicate the carrying value of our intangible assets, including goodwill, may not be recoverable include, but are not limited to, significant underperformance relative to historical or projected future results of operations, a significant decline in our stock price and market capitalization, and negative industry or economic trends. No goodwill or other intangible assets impairment charge was recorded during 2016. However, if there is an economic downturn in the future, the carrying amount of our goodwill or other intangible assets may no longer be recoverable, and we may be required to record an impairment charge, which could have a material adverse effect on our results of operations. We will continue to monitor our market capitalization and the effect of the economy to determine if there is an impairment of goodwill or other intangible assets in future periods.

If we fail to develop widespread brand awareness cost-effectively, it could have a material adverse effect on our business, financial condition and results of operations.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to our ability to achieve widespread acceptance of our technology and attract new clients. Brand promotion activities may not generate client awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain clients necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad client adoption of our applications, which could have a material adverse effect on our business, financial condition and results of operations.

We may experience system failures with respect to our technology solutions, damage or interruption that could harm our business and reputation and expose us to potential liability.

We depend heavily upon the computer systems and our existing technology infrastructure located in our data centers and certain systems interruptions or events beyond our control could interrupt or terminate the delivery of our solutions and services to our clients and may interfere with our suppliers' ability to provide necessary data to us and our employees' ability to attend to work and perform their responsibilities.

These potential interruptions include, but are not limited to, damage or interruption from hurricanes, floods, fires, power losses, telecommunications outages, terrorist attacks, acts of war, human errors and similar events. Our U.S. corporate offices and primary data center are located in Jacksonville, Florida, which is an area that is at high risk of hurricane and flood damage. In addition, acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could cause disruptions in our business or the economy as a whole. The servers that we use through various third-party service providers may also be vulnerable to similar disruptions, which could lead to interruptions, delays and loss of critical data. Such service providers may not have sufficient protection or recovery plans in certain circumstances, and our insurance may not be sufficient to compensate us for losses that may occur.

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Defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result in:

•: interruption of business operations;
•: delay in market acceptance;
•: us, or our clients, missing a regulatory deadline;
•: additional development and remediation costs;
•: diversion of technical and other resources;
•: loss of clients;
•: negative publicity; or
•: exposure to liability claims.

Any one or more of the foregoing occurrences could have a material adverse effect on our business, financial condition and results of operations. Although we attempt to limit our potential liability through disclaimers and limitation-of-liability provisions in our license and client agreements, we cannot be certain that these measures will be successful in limiting our liability.

We may experience delays or difficulty in developing or implementing new, enhanced or existing software or hosting solutions, which may negatively affect our relationships with existing and potential clients, reduce or delay the generation of revenues or increase development and implementation costs, which could have a material adverse effect on our business, financial condition and results of operations.

Our future financial performance depends upon the successful development, implementation and client acceptance of new, existing and enhanced versions of our software and hosting solutions. We continually seek to develop enhancements to our solutions, including updates in response to changes in applicable laws, as well as new offerings to supplement our existing solutions. As a result, we are subject to the risks inherent in the development and integration of new technologies, including defects or undetected errors in our technology solutions, difficulties in installing or integrating our technologies on platforms used by our clients, or other unanticipated performance, stability and compatibility problems. Any of these problems could result in material delays in the introduction or acceptance of our solutions, increased costs, decreased client satisfaction, breach of contract claims, harm to our industry reputation and reduced or delayed revenues. If we are unable to implement existing solutions or deliver new solutions or upgrades or other enhancements to our existing solutions on a timely and cost-effective basis, it could have a material adverse effect on our business, financial condition and results of operations.

Because our revenues from clients in the mortgage lending industry are affected by the strength of the economy and the housing market generally, including the volume of real estate transactions, a change in any of these conditions could have a material adverse effect on our business, financial condition and results of operations.

Our revenues are primarily generated from technology, data and analytics we provide to the mortgage industry and, as a result, a weak economy or housing market may have a material adverse effect on our business, financial condition and results of operations. The volume of mortgage origination and residential real estate transactions is highly variable and reductions in these transaction volumes could have a direct effect on the revenues we generate from our technology business and some of our data and analytics businesses.

The revenues we generate from our servicing technology depend upon the total number of mortgage loans processed on our mortgage servicing platform, which we refer to as MSP, which tends to be comparatively consistent regardless of economic conditions. However, in the event that a difficult economy or other factors lead to a decline in levels of home ownership and a reduction in the number

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of mortgage loans outstanding and we are not able to counter the effect of those events with increased market share or higher fees, our mortgage processing revenues could be adversely affected. Moreover, negative economic conditions, including increased unemployment or interest rates or a downturn in other general economic factors, among other things, could adversely affect the performance and financial condition of some of our clients in many of our businesses, which may have a material adverse effect on our business, financial condition and results of operations if these clients go bankrupt or otherwise exit certain businesses.

A weaker economy and housing market tend to increase the volume of consumer mortgage defaults, which can increase revenues from our applications focused on supporting default management functions. However, government regulation of the mortgage industry in general, and the default and foreclosure process in particular, has greatly slowed the processing of defaulted mortgages in recent years and has changed the way many of our clients address mortgage loans in default. A downturn in the origination market and a concurrent slowdown or change in the way mortgage loans in default are addressed could have a material adverse effect on our business, financial condition and results of operations.

We have substantial indebtedness, which could have a negative effect on our financing options and liquidity position.

As of June 30, 2017, we had approximately $1.6 billion of total debt outstanding.

Our substantial indebtedness could have important consequences to us, including:

•: making us more vulnerable to economic downturns and adverse developments in our business, which may cause us to have difficulty borrowing money in the future for working capital, capital expenditures, acquisitions or other purposes and may limit our ability to pursue other business opportunities and implement certain business strategies;
•: requiring us to use a large portion of the money we earn to pay principal and interest on our debt, which could reduce the amount of money available to finance operations, acquisitions and other business activities;
•: exposing us to the risk of increased interest rates as $1.6 billion in principal amount of our debt bears interest at a floating rate as of June 30, 2017 (an increase of one percentage point in the applicable interest rate could cause an increase in interest expense of approximately $15.7 million on an annual basis ($9.7 million including the effect of our current interest rate swaps) based on the principal outstanding as of June 30, 2017, which may make it more difficult for us to service our debt);
•: exposing us to costs and risks associated with agreements limiting our exposure to higher interest rates, as such agreements may not offer complete protection from these risks, and we are subject to the risk that one or more of the counterparties to these agreements may fail to satisfy their obligations under such agreements; and
•: causing a competitive disadvantage if we have higher levels of debt than our competitors by reducing our flexibility in responding to changing business and economic conditions, including increased competition.

Risks associated with our indebtedness could have a material adverse effect on our business, financial condition and results of operations.

Despite our indebtedness level, we still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the Credit Agreement, dated May 27, 2015 by and between BKIS and JPMorgan Chase Bank, N.A., which we refer to as the Credit Agreement, governing the (i) $1,030.0 million term loan A

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facility, which was amended on April 26, 2017 to reflect a $300.0 million increase to the loan, which we refer to as the Term A Loan, (ii) $400.0 million term loan B facility, which was subsequently amended on February 27, 2017, which we refer to as the Term B Loan, and (iii) $500.0 million revolving credit facility, which was amended on April 26, 2017 to reflect a $100.0 million increase to the facility, which we refer to as the Revolving Credit Facility, and collectively with the Term A Loan and Term B Loan, which we refer to as the Facilities, impose operating and financial restrictions on our activities, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our outstanding debt levels, the risks related to our indebtedness that we will face could increase.

See Note 4—"Long-Term Debt" to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70 hereto for a more detailed discussion of the debt refinancing.

Certain of our financing arrangements subject us to various restrictions that could limit our operating flexibility.

The Credit Agreement, governing the Facilities impose operating and financial restrictions on our activities, and future debt instruments may as well. These restrictions include compliance with, or maintenance of, certain financial tests and ratios, including a minimum interest coverage ratio and maximum leverage ratio, and limit or prohibit our ability to, among other things:

•: create, incur or assume any additional debt and issue preferred stock;
•: create, incur or assume certain liens;
•: redeem and/or prepay certain subordinated debt we might issue in the future;
•: pay dividends on our stock or repurchase stock;
•: make certain investments and acquisitions;
•: enter into or permit to exit contractual limits on the ability of our subsidiaries to pay dividends to us;
•: enter new lines of business;
•: engage in mergers and acquisitions;
•: engage in specified sales of assets; and
•: enter into transactions with affiliates.

These restrictions on our ability to operate our business could limit our ability to take advantage of financing, merger and acquisition and other corporate opportunities, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our outstanding debt instruments, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and results of operations, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition and results of operations. If we cannot make scheduled payments on our debt, we will be in default and holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy or liquidation.

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Our risk management policies and procedures may prove inadequate for the risks we face, which could have a material adverse effect on our business, financial condition and results of operations.

We have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our risk management strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated. If our solutions change and as the markets in which we operate evolve, our risk management strategies may not always adapt to such changes. Some of our methods of managing risk are based upon our use of observed historical market behavior and management's judgment. Other of our methods of managing risk depend on the evaluation of information regarding markets, customers, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us. This information may not always be accurate, complete, up-to-date or properly evaluated. As a result, these methods may not predict future risk exposures, which could be significantly greater than the historical measures or available information indicate. In addition, management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events, which may not be fully effective. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financial outcome or the timing of such outcomes. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators.

Certain members of our Board of Directors and certain of our officers and directors have interests and positions that could present potential conflicts.

We are party to a variety of related party agreements and relationships with FNF, certain of FNF's subsidiaries and Thomas H. Lee Partners, L.P., a Delaware limited partnership, which we refer to as THL. Certain of our executive officers are employed by FNF or FNF's subsidiaries and certain of our directors serve on the boards of directors of FNF or its subsidiaries or affiliates or are affiliated with THL. As a result of the foregoing, there may be circumstances where certain of our executive officers and directors may be subject to conflicts of interest with respect to, among other things: (i) our ongoing relationships with FNF, FNF's subsidiaries or THL, including related party agreements and other arrangements with respect to the administration of tax matters, employee benefits and indemnification; (ii) the quality, pricing and other terms associated with services that we provide to FNF or its subsidiaries, or that they provide to us, under related party agreements; (iii) business opportunities arising for any of us, FNF, FNF's subsidiaries or THL; and (iv) conflicts of time with respect to matters potentially or actually involving or affecting us.

We have in place a code of business conduct and ethics prescribing procedures for managing conflicts of interest and our chief compliance officer and audit committee are responsible for the review, approval, or ratification of any potential conflicts of interest transactions. Additionally, we expect that interested directors will abstain from decisions with respect to conflicts of interest as a matter of practice. However, there can be no assurance that such measures will be effective or that we will be able to resolve all potential conflicts, or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with an unaffiliated third party.

Our senior leadership team is critical to our continued success and the loss of such personnel could have a material adverse effect on our business, financial condition and results of operations.

Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities

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that are difficult to replace. We have attempted to mitigate this risk by entering into long-term (two to three year) employment contracts with the members of our senior management operating team. If we lose key members of our senior management operating team, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this could have a material adverse effect on our business, financial condition and results of operations.

We may fail to attract and retain enough qualified employees to support our operations, which could have an adverse effect on our ability to expand our business and service our clients.

Our business relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work. If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through our current recruiting and retention policies. Increased competition for employees could have a material adverse effect on our ability to expand our business and service our clients, as well as cause us to incur greater personnel expenses and training costs.

We may not be able to effectively achieve our growth strategies, which could adversely affect our business, financial condition and results of operations.

Our growth strategies depend in part on maintaining our competitive advantage with current solutions in new and existing markets, as well as our ability to develop new technologies and solutions to serve such markets. There can be no assurance that we will be able to compete successfully in new markets or continue to compete effectively in our existing markets. If we fail to introduce new technologies or solutions effectively or on a timely basis, or if we are not successful in introducing or obtaining regulatory or market acceptance for new solutions, we may lose market share and our results of operations or cash flows could be adversely affected.

Current and future litigation, investigations or other actions against us could be costly and time consuming to defend.

We are from time to time subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes and employment claims made by our current or former employees. Litigation can result in substantial costs and may divert management's attention and resources, which may seriously harm our business, financial condition and results of operations. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in violations of law, the assessment of fines for violations of regulations or settlement with such authorities requiring a variety of remedies.

Although certain matters are subject to a cross-indemnity agreement between BKFS LLC and ServiceLink, there can be no assurance that we will not incur additional material costs and expenses in connection with ongoing or future investigations or claims, including but not limited to fines or penalties and legal costs, or be subject to other remedies, any of which could have a material adverse effect on our business, financial condition and results of operations. Insurance may not cover such investigations and claims, may not be sufficient for one or more such investigations and claims and may not continue to be available on terms acceptable to us. An investigation or claim brought against us that is uninsured or underinsured could result in unanticipated costs, management distraction or

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reputational harm, which could have a material adverse effect on our business, financial condition and results of operations and adversely affect the trading price of our stock.

Risks Related to Our Structure

For purposes of this section, references to "Company," "we," "our," or "us" refers to New Black Knight.

Our certificate of incorporation and bylaws and provisions of Delaware law may discourage or prevent strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to our shareholders.

Provisions contained in our certificate of incorporation and bylaws and provisions of the Delaware General Corporation Law, or DGCL, could delay or prevent a third party from entering into a strategic transaction with us, as applicable, even if such a transaction would benefit our shareholders. For example, our certificate of incorporation and bylaws:

•: divide our Board of Directors into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change of control;
•: authorize the issuance of "blank check" preferred stock that could be issued by us upon approval of our Board of Directors to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive;
•: provide that directors may be removed from office only for cause and that any vacancy on our Board of Directors may only be filled by a majority of our directors then in office, which may make it difficult for other shareholders to reconstitute our Board of Directors;
•: provide that special meetings of the shareholders may be called only upon the request of a majority of our Board of Directors or by the chairman of the Board of Directors or our chief executive officer; and
•: require advance notice to be given by shareholders for any shareholder proposals or director nominees.

These restrictions and provisions could keep us from pursuing relationships with strategic partners and from raising additional capital, which could impede our ability to expand our business and strengthen our competitive position. These restrictions could also limit shareholder value by impeding a sale of us or BKFS LLC.

Risks Related to Owning Shares of Our Common Stock

For purposes of this section, references to "Company," "we," "our," or "us" refers to New Black Knight.

The market price of our common stock may be volatile and you may lose all or part of your investment.

The market price of our common stock could fluctuate significantly, and you may not be able to resell your shares at or above the price at which your shares were acquired. Those fluctuations could be based on various factors, including those described under "—Risks Relating to The Transactions" and the following:

•: our operating performance and the performance of our competitors and fluctuations in our operating results;

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•: the public's reaction to our press releases, our other public announcements and our filings with the SEC;
•: changes in earnings estimates or recommendations by research analysts who follow us or other companies in our industry;
•: global, national or local economic, legal and regulatory factors unrelated to our performance;
•: announcements by us or our competitors of new products, services, strategic investments or acquisitions;
•: actual or anticipated variations in our or our competitors' operating results, and our and our competitors' growth rates;
•: failure by us or our competitors to meet analysts' projections or guidance we or our competitors may give the market;
•: changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;
•: changes in accounting standards, policies, guidance, interpretations or principles;
•: the arrival or departure of key personnel;
•: the number of shares publicly traded;
•: future sales or issuances of our common stock, including sales, distributions or issuances by us, our officers or directors and our significant shareholders, including THL and certain of their affiliates; and
•: other developments affecting us, our industry or our competitors.

In addition, in recent years the stock market has experienced significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions such as recessions or interest rate changes, may cause declines in the market price of our common stock and you may not realize any return on your investment in us and may lose some or all of your investment.

As we primarily operate in a single industry, we are especially vulnerable to these factors to the extent that they affect our industry or our products. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock is influenced in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

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We do not intend to pay dividends for the foreseeable future.

We may retain future earnings, if any, for future operations, expansion and debt repayment. We have not paid cash dividends to date and have no current plans to pay any cash dividends for the foreseeable future. As a result of our current dividend policy, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it. Any future determination to declare and pay cash dividends will be at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, cash requirements, contractual restrictions and such other factors as our Board of Directors deems relevant. Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The statements contained in this Form S-1 or in our other documents or in oral presentations or other statements made by our management that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These forward-looking statements are based on New BKH management's beliefs, as well as assumptions made by, and information currently available to them. Because such statements are based on expectations as future financial and operating results of New BKH and are not statements of fact, actual results may differ materiality from those projected. In many cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms and other comparable terminology. New BKH undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-looking statements are subject to include, but are not limited to:

•: our ability to successfully consummate the tax-free spin-off of New BKH from FNF;
•: uncertainties as to the timing of the spin-off of Black Knight from FNF;
•: uncertainties as to the approval of Black Knight's shareholders required in connection with the spin-off of Black Knight from FNF;
•: the possibility that the closing conditions to the mergers may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval;
•: the risk that shareholder litigation in connection with the spin-off of Black Knight from FNF may affect the timing or occurrence of the spin-off or result in significant costs of defense, indemnification and liability;
•: diversion of New Black Knight management's time and attention in connection with the spin-off of Black Knight from FNF;
•: security breaches against New Black Knight's information systems;
•: New Black Knight's ability to maintain and grow our relationships with our customers;
•: limitation of New Black Knight's growth due to the time and expense associated with switching from competitors' software and services;
•: providing credits or refunds for prepaid amounts or contract terminations in connection with New Black Knight's service level commitments;
•: New Black Knight's ability to offer high-quality technical support services;
•: changes to the laws, rules and regulations that affect New BKH, New Black Knight and New Black Knight's customers' businesses;
•: consolidation in New Black Knight's end client market;
•: regulatory developments with respect to use of consumer data and public records;
•: efforts by the government to reform or address the mortgage market and current economic environment;
•: New Black Knight's clients' relationships with GSEs;
•: New Black Knight's ability to adapt its services to changes in technology or the marketplace;

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•: New Black Knight's ability to compete effectively;
•: risks associated with the availability of data;
•: New Black Knight's ability to protect its proprietary technology and information rights;
•: the effects of New Black Knight's substantial leverage on its ability to make acquisitions and invest in its business;
•: infringement on the proprietary rights of others by New Black Knight's applications or services;
•: New Black Knight's ability to successfully integrate strategic acquisitions;
•: New Black Knight's reliance on third parties;
•: New Black Knight's dependence on its ability to access data from external sources;
•: New Black Knight's international operations and third-party service providers;
•: New Black Knight's ability to develop widespread brand awareness cost-effectively;
•: system failures, damage or interruption with respect to New Black Knight's technology solutions;
•: delays or difficulty in developing or implementing new, enhanced or existing software or hosting solutions;
•: change in the strength of the economy and housing market generally;
•: New Black Knight's substantial indebtedness and any additional significant debt we incur;
•: the adequacy of New Black Knight's risk management policies and procedures;
•: New Black Knight's ability to achieve its growth strategies; and
•: litigation, investigations, subpoenas or other actions against New Black Knight's.

See "Risk Factors" for a further description of these and other factors. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form S-1. Any forward-looking statement made by us in this Form S-1 speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We are not under any obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from our forward-looking statements.

Additional Information

Our website address is www.fnf.com. We make available free of charge on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission, which we refer to as the SEC. However, the information found on our website is not part of this or any other report.

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THE TRANSACTIONS

This section of the prospectus describes material aspects of the proposed transactions. This summary may not contain all of the information that is important to you. You should carefully read this entire prospectus, including the full text of the merger agreement and the reorganization agreement, which are filed as exhibits to the registration statement of which this prospectus forms a part, and the other documents we refer you to for a more complete understanding of the transactions. In addition, important business and financial information about New BKH is included elsewhere in this prospectus.

Introduction

On June 9, 2017, FNF and Black Knight announced that they had entered into a transaction providing for the indirect spin-off of FNF's interest in Black Knight to the holders of FNF Group common stock. In order to accomplish the transactions, FNF, New BKH, New Black Knight, Merger Sub One, Merger Sub Two and Black Knight entered into a merger agreement and FNF, New BKH and Black Knight Holdings, Inc., which we refer to as BKHI, entered into a reorganization agreement. These agreements, which are described in greater detail in this prospectus, provide for (i) the contribution by BKHI of its Black Knight Class B common stock and its BKFS LLC Units to New BKH, (ii) the distribution by BKHI of all of the shares of capital stock of New BKH to FNF, (iii) the distribution by FNF of all of the shares of capital stock of New BKH to a third-party exchange agent to be held for the benefit of the holders of the FNF Group common stock, (iv) the merger of New BKH with and into Merger Sub One, a wholly-owned subsidiary of New Black Knight, and the conversion of New BKH shares into New Black Knight shares and (v) the merger of Black Knight with and into Merger Sub Two, a wholly-owned subsidiary of New Black Knight, and the conversion of Black Knight Class A common shares into New Black Knight shares. As a result, New Black Knight, owning Black Knight and New BKH, will be an independent publicly traded company.

The Separation

Pursuant to the reorganization agreement, FNF will engage in a series of corporate transactions, which we refer to as the separation, including the following:

•: BKHI will contribute to New BKH (i) all of the Black Knight Class B common stock indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock, which we refer to as the contribution; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI; and
•: Immediately prior to the consummation of the mergers, FNF will cause all of the shares of New BKH common stock held by FNF to be distributed pro rata to the holders of the FNF Group common stock by means of book-entry transfer through the exchange agent, which we refer to as the spin-off; provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock pursuant to the merger agreement.

The Contribution. FNF currently indirectly owns Black Knight common stock representing approximately 54.29% of the outstanding shares of Class A and Class B common stock of Black Knight. In order to effect the distribution of these interests to FNF Group shareholders, FNF will cause these interests to be contributed to New BKH prior to the distribution in exchange for all of the shares of

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New BKH common stock. As a result, following the contribution, New BKH will own all of the shares of Black Knight Class B common stock and BKFS LLC Units indirectly owned by FNF.

The Spin-Off. Immediately prior to the consummation of the mergers, FNF will distribute all of the shares of New BKH common stock held by FNF on a pro rata basis to all of the holders of FNF Group common stock. FNF has not yet set the record date for the distribution. FNF will publicly announce the record date when it has been determined, which will be prior to completion of the distribution and the mergers. The distribution of shares will be made to a third party exchange agent in book-entry form for the benefit of the holders of the FNF Group common stock. After giving effect to the separation, New BKH, which will be 100% owned by holders of the FNF Group common stock, will own all of the shares of Black Knight Class B common stock and BKFS LLC Units beneficially owned by FNF prior to the separation. Immediately thereafter, each share of New BKH common stock will be converted into a right to receive one share of New Black Knight common stock. See "—The Mergers" below.

We expect that the distribution should be tax-free to holders of FNF Group common stock for U.S. federal income tax purposes.

The Mergers

New BKH Merger

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately after the spin-off, Merger Sub One will merge with and into New BKH, which we refer to as the New BKH merger. New BKH will be the surviving corporation in the New BKH merger.

In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be converted into a number of shares of New Black Knight common stock equal to the New BKH exchange ratio. The New BKH exchange ratio is fixed pursuant to the merger agreement and will not be adjusted to reflect stock price changes prior to the date of the New BKH merger. We estimate that each holder of FNF Group common stock on the record date for the spin-off will receive approximately 0.305130 shares of New Black Knight common stock in the mergers for each share of FNF Group common stock held immediately prior to the time of the spin-off, although the exact number of New Black Knight shares to be received will be based on the number of FNF Group shares outstanding at the time of the mergers and therefore will not be determined until that time. New BKH shareholders will not receive any fractional shares in the merger. The exchange agent will aggregate and sell on the open market the fractional shares of New Black Knight common stock that would otherwise be issued in the New BKH merger, and if a New BKH shareholder would have been entitled to receive a fractional share of New Black Knight common stock in the New BKH merger, such shareholder will instead receive the net cash proceeds of the sale attributable to such fractional share.

BKFS Merger

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately after the New BKH merger, Merger Sub Two will merge with and into Black Knight, which we refer to as the BKFS merger. Black Knight will be the surviving corporation in the BKFS merger.

In the BKFS merger, each outstanding share of Black Knight Class A common stock (other than shares owned by Black Knight) will be converted into the right to receive one share of New Black Knight common stock. Each share of Black Knight common stock owned by Black Knight will be cancelled without consideration. Each share of Black Knight Class B common stock owned by New BKH and THL will remain issued and outstanding and will be unaffected by the BKFS merger.

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Effects of the Mergers

Neither of the mergers will occur unless both mergers occur, and following the mergers, Black Knight and New BKH will be subsidiaries of New Black Knight. Consummation of the mergers is conditioned on the separation, but the mergers are not a condition of the separation.

Upon completion of the transactions, we estimate that Black Knight's former shareholders (other than FNF and its affiliates) will collectively own approximately 45.71% and holders of FNF Group common stock will collectively own approximately 54.29% of the common stock of New Black Knight.

FNF's Reasons for the Transactions

The FNF board of directors has determined that the transactions are advisable, fair to and in the best interests of FNF and the holders of FNF Group common stock. In reaching this conclusion, the FNF board consulted with FNF's management and considered a variety of factors, including the factors described below:

•: The transactions should enable holders of FNF Group common stock to receive shares of New Black Knight in a manner that is generally tax-free to them;
•: The transactions may increase trading liquidity in New Black Knight's (as successor to Black Knight) common stock by increasing the float;
•: The FNF board believes that a completely independent Black Knight, as a subsidiary of New Black Knight with a fully-distributed common stock, will better enable Black Knight to pursue its strategic plans and create additional long-term value for former Black Knight shareholders;
•: The transactions should eliminate the overhang and potential price disruptions in Black Knight's common stock that could arise as a result of a controlling shareholder selling stock over a period of time;
•: The transactions will eliminate potential limitations arising from a controlling shareholder's right to veto proposals by Black Knight to issue common stock for purposes of funding strategic acquisitions or management compensation plans, if shareholder approval thereof would be required under NYSE rules;
•: The transactions should provide New Black Knight with a more effective tool for management compensation by increasing trading liquidity as well as eliminating potential limitations arising from FNF's ability to block proposals by Black Knight to issue common stock for purposes of funding management compensation plans;
•: The transactions will allow FNF to focus on becoming a dedicated title insurance company;
•: The transactions should allow New Black Knight to become eligible for index inclusion in the S&P Midcap 400 and potentially the S&P 500 because it is expected that following the completion of the transactions, New Black Knight will satisfy the S&P Index criteria related to public float that Black Knight does not currently satisfy;
•: The transactions will facilitate New Black Knight's ability to use its equity as acquisition currency; and
•: The transactions should attract new shareholders to New Black Knight.

In the course of its deliberations, the FNF board also considered a variety of risks and other potentially negative factors associated with the transactions, including:

•: The potential tax liabilities that could arise as a result of the transactions;

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•: That, while the mergers are expected to be completed, there is no assurance that all conditions to the parties' obligations to complete the transaction will be satisfied or waived, and as a result, it is possible that the transactions might not be completed;
•: The interests of certain of FNF's directors and executive officers and the interests of certain of Black Knight's directors and executive officers in the mergers described under "The Transactions—Interests of Certain Persons in the Transactions" below may differ from each other or from the interests of Black Knight shareholders; and
•: The costs of effecting the transactions, including the legal, accounting and financial advisor costs that FNF will incur in connection with implementing the transactions.

After considering the positive and negative factors described above, the FNF board determined that the anticipated benefits of the transactions outweighed the risks and costs and approved the transactions. In light of the number, variety and complexity of the factors that the FNF board considered in determining the effect of the transactions, the FNF board did not believe it to be practicable to assign relative weights to the factors it considered. Rather, the FNF board conducted an overall analysis of the factors described above. In doing so, different members of the FNF board may have given different weight to different factors.

Board of Directors and Management of New Black Knight

Interests of Certain Persons in the Transactions

In considering the recommendation of the Black Knight Special Committee to vote for the proposal to adopt the merger agreement, shareholders of Black Knight should be aware that members of the Black Knight board of directors and members of Black Knight's executive management have relationships, agreements or arrangements that provide them with interests in the BKFS merger that may be in addition to or differ from those of Black Knight's shareholders, including, but not limited to:

•: the continued employment of Black Knight's executive officers as New Black Knight's executive officers and the continued service of Black Knight's directors as directors of New Black Knight;
•: the indemnification of officers and directors of Black Knight by New Black Knight for their services as such up to the time of the consummation of the mergers;
•: the fact that William P. Foley II is a director and Chairman of the board of FNF, and each of John D. Rood, Richard N. Massey and Thomas M. Hagerty are directors of FNF and are members of the Black Knight board of directors. FNF currently beneficially owns approximately 98.46% of the outstanding Class B common stock of Black Knight and approximately 54.29% of the outstanding BKFS LLC Units; and
•: the fact that Michael L. Gravelle, the Executive Vice President, General Counsel and Corporate Secretary of Black Knight is also an Executive Vice President, General Counsel and Corporate Secretary of FNF.

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The Black Knight Special Committee was aware of these relationships, agreements and arrangements during its evaluation of the transactions and in making its decision to recommend to the Black Knight shareholders that they vote to adopt the merger agreement.

Section 14A(b) of the Exchange Act and Item 402(t) of Regulation S-K under the Exchange Act require that companies provide their shareholders with the opportunity to vote to approve, on an advisory non-binding basis, any "golden parachute compensation" for Black Knight's named executive officers that is based on or otherwise relates to the transactions. Because no "golden parachute" or similar compensation arrangements were to be received by any of Black Knight's named executive officers based on or otherwise relating to the transactions, no disclosure is required under Item 402(t) of Regulation S-K and no advisory vote is required by Section 14A(b) and Rule 14(a)-21(c) under the Exchange Act.

Accounting Treatment

After the completion of the transactions, Black Knight's Up-C structure will no longer be in place. As a result, our consolidated statements of operations will reflect a higher effective tax rate more closely aligned with other C-corporations in the U.S. and will no longer reflect net earnings attributable to noncontrolling interests. Furthermore, the noncontrolling interest amount on our consolidated balance sheet immediately prior to completion of the transactions will be reclassified, resulting in an increase to shareholders' equity.

Exchange of Black Knight and New BKH Shares

As provided for in the merger agreement, New Black Knight has appointed Continental Stock Transfer & Trust Company, LLC as exchange agent, which we refer to as the exchange agent, for the purpose of exchanging shares of New Black Knight common stock for outstanding shares of Black Knight's Class A common stock and outstanding shares of New BKH's common stock. Promptly after the closing date of the mergers, the exchange agent will send to each record holder of certificated shares of Black Knight Class A common stock a letter of transmittal and instructions for exchanging their certificates for the applicable merger consideration. For additional information regarding the treatment of certificated shares, see "The Merger Agreement-Conversion of Shares; Exchange of Certificates" below.

Accounts holding shares of Black Knight Class A common stock or New BKH common stock in book-entry form will be debited as of the effective time of the mergers and promptly thereafter credited with the applicable number of shares of New Black Knight common stock. No letters of transmittal will be delivered to holders of shares in book-entry form, and holders of book-entry shares of Black Knight Class A common stock or New BKH common stock will not need to take any action to receive their shares of New Black Knight common stock in the mergers.

Treatment of Restricted Stock and Other Equity-Based Awards

In the BKFS merger, each outstanding Black Knight restricted stock award with respect to shares of Black Knight common stock granted under the Black Knight 2015 Omnibus Incentive Plan, which we refer each of as a Black Knight Restricted Stock Award, will be converted into a restricted share award with respect to the number of shares of New Black Knight common stock that is equal to the number of shares of Black Knight common stock subject to such Black Knight Restricted Stock Award immediately prior to the consummation of the BKFS merger, and on the same terms and conditions (including applicable vesting requirements) as applied to each such Black Knight Restricted Stock Award immediately prior to the consummation of the BKFS merger.

See "—Interests of Certain Persons in the Transactions" above for a description of the treatment of certain grants held by directors of Black Knight.

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Listing

It is a condition to the BKFS merger that the shares of New Black Knight common stock to be issued in the mergers shall have been authorized for listing on the NYSE. If the BKFS merger is completed, Black Knight common stock will cease to be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934, which we refer to as the Exchange Act.

Dividend Policy of New Black Knight

New Black Knight does not anticipate any payment of quarterly dividends for the foreseeable future. The declaration and payment of dividends will be at the discretion of the New Black Knight board of directors and will be dependent upon its future earnings, financial condition and capital requirements.

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THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The provisions of the merger agreement are extensive and not easily summarized. Accordingly, this summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety for a more complete understanding of the merger agreement.

The merger agreement and this summary of its terms have been included with this prospectus to provide you with information regarding the terms of the merger agreement and are not intended to provide any other factual information about New Black Knight, FNF, New BKH or Black Knight. Information about New Black Knight, FNF, New BKH and Black Knight can be found elsewhere in this prospectus.

The representations and warranties contained in the merger agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the mergers if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocate risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to disclosures not reflected in the merger agreement and to a contractual standard of materiality different from that generally applicable to shareholders. Furthermore, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of FNF, New BKH or Black Knight, because any party may take certain actions that are either expressly permitted in the confidential disclosures to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public.

The Mergers

To effect the combination of New BKH and Black Knight, New Black Knight was formed as a wholly-owned subsidiary of New BKH, with two wholly-owned subsidiaries, Merger Sub One and Merger Sub Two. At the effective time of the respective mergers:

•: Merger Sub One will merge with and into New BKH, and New BKH will be the surviving corporation in that merger; and
•: Merger Sub Two will merge with and into Black Knight, and Black Knight will be the surviving corporation in that merger.

As a result of the mergers described above, and the conversion and exchange of securities described below (see "—Conversion of Shares; Exchange of Certificates"), New BKH and Black Knight will each become a subsidiary of New Black Knight, with New Black Knight as the new public parent company of New BKH and Black Knight.

Effective Time and Completion of the Mergers

New BKH and Black Knight will file certificates of merger with the Delaware Secretary of State no later than the second business day after the date on which the last condition to completing the mergers is satisfied or, where permissible, waived or at such other time as the parties to the merger agreement may agree. The New BKH merger and the BKFS merger will become effective at the time and on the date on which those documents are filed, or later if the parties so agree and specify in those documents, provided that the New BKH merger will become effective immediately after the completion of the spin-off, and the BKFS merger will become effective immediately after the New BKH merger. The time that the New BKH merger becomes effective is referred to as the New BKH effective time. The time that the BKFS merger becomes effective is referred to as the merger effective time.

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As a result of the BKFS merger, certain holders of shares of Class A common stock of Black Knight were required to file notification and report forms, which we refer to as HSR Forms, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, for their acquisition of New Black Knight common stock. These HSR Forms were filed on June 22, 2017, and the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under the HSR Act, on and effective July 1, 2017.

We cannot assure you when, or if, all the conditions to completion of the mergers will be satisfied or, where permissible, waived. See "—Conditions to Completion of the Mergers" below. The parties intend to complete the mergers as promptly as practicable, subject to receipt of the requisite shareholder and regulatory approvals.

Directors and Officers of New Black Knight after Completion of the Mergers

The directors of New Black Knight following the mergers will consist of the following six members: David K. Hunt and Ganesh B. Rao as Class I directors, each of whom shall have a term expiring in 2019, Richard N. Massey and John D. Rood as Class II directors, each of whom shall have a term expiring in 2020 and William P. Foley, II and Thomas M. Hagerty as Class III directors, each of whom shall have a term expiring in 2018.

The executive officers of Black Knight immediately prior to the effective time of the BKFS merger will be the initial executive officers of New Black Knight.

Certificate of Incorporation and Bylaws of New Black Knight

The certificate of incorporation and bylaws of New Black Knight will be amended immediately following the spin-off, and such certificate of incorporation and bylaws shall be the certificate of incorporation and bylaws of New Black Knight until thereafter amended as provided therein or by applicable law. Additional information about the certificate of incorporation and bylaws of New Black Knight that will be in effect immediately after the mergers are completed can be found in the section "Description of Capital Stock of New Black Knight".

Merger Consideration

New BKH Exchange Ratio

In the New BKH merger, each holder of New BKH shares will be entitled to receive one share of New Black Knight common stock in respect of each New BKH share held.

Black Knight Exchange Ratio

In the BKFS merger, each holder of Black Knight Class A shares (other than New BKH) will be entitled to receive one share of New Black Knight common stock in respect of each Black Knight Class A share held.

Conversion of Shares; Exchange of Certificates

At the New BKH effective time:

•: each share of New BKH common stock (other than each issued share of New BKH common stock that is owned by New BKH, which will be cancelled) issued and outstanding immediately

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prior to the New BKH effective time will be converted into the right to receive one New Black Knight common stock; and

•: each share of Merger Sub One common stock issued and outstanding immediately prior to the New BKH effective time will be converted into one share of New BKH common stock as the surviving corporation in the New BKH merger.

At the merger effective time:

•: each share of Black Knight Class A common stock issued and outstanding immediately prior to the merger effective time (other than each issued share of Black Knight Class A common stock that is owned by Black Knight, which will be cancelled) will be converted into the right to receive one share of New Black Knight common stock;
•: each share of Black Knight Class B common stock will remain issued and outstanding until the exchange contemplated by the THL Interest Exchange Agreement (as defined below); and
•: each share of Merger Sub Two common stock issued and outstanding immediately prior to the merger effective time will be, in the aggregate, converted into that number of shares of Class A common stock of Black Knight as the surviving corporation in the merger equal to the number of shares of Class A Black Knight common stock that are outstanding immediately prior to the merger effective time (other than each issued share of Black Knight Class A common stock that is owned by Black Knight, which will be cancelled).

For information on the treatment of restricted stock and other stock based awards for Black Knight, see "The Transactions—Treatment of Restricted Stock and Other Equity-Based Awards" beginning on page 44.

Promptly after the merger effective time, the exchange agent will mail a letter of transmittal to each holder of record of a stock certificate which immediately prior to the New BKH effective time or the merger effective time, as applicable, represented outstanding shares of New BKH common stock or Black Knight Class A common stock, which at the New BKH effective time or the merger effective time, as applicable, were converted into the right to receive the applicable merger consideration. This mailing will contain instructions on how to surrender shares of New BKH common stock or Black Knight Class A common stock in exchange for the applicable merger consideration the holder is entitled to receive under the merger agreement. When you deliver your New BKH stock certificates or Black Knight Class A stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your stock certificates will be cancelled.

No dividends or other distributions with respect to New Black Knight common stock with a record date after the merger effective time will be paid to the holder of any unsurrendered stock certificates with respect to the shares of New Black Knight common stock that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of New Black Knight common stock will be paid to any such holder, in each case until the holder of such stock certificate surrenders such stock certificate.

Following surrender of any stock certificate, the record holder will receive, without interest:

•: promptly following the time of such surrender, the amount of cash payable in lieu of any fractional shares of New Black Knight common stock to which such holder is entitled and the amount of dividends or other distributions, payable with respect to that number of whole shares of New Black Knight common stock issuable in exchange for such stock certificate, with a record date after the merger effective time and paid with respect to New Black Knight common stock prior to such surrender; and
•: at the appropriate payment date, the amount of dividends or other distributions with a record date after the merger effective time but prior to such surrender and a payment date subsequent

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to such surrender payable with respect to such whole shares of New Black Knight common stock.

For a description of the treatment of shares of New BKH common stock and Black Knight Class A common stock held in book-entry form, see "The Transactions—Exchange of Black Knight Shares and New BKH Shares" above.

Representations and Warranties

Reciprocal Representations and Warranties

The representations and warranties made by FNF, New BKH and Black Knight relate to, among other things:

•: corporate organization and similar corporate matters; and
•: authorization of the merger agreement, absence of conflicts and governmental approvals.

FNF Representations and Warranties

In addition, the representations and warranties made by FNF relate to, among other things:

•: information supplied in connection with this prospectus and the registration statement of which it is a part;
•: brokers and other advisors;
•: ownership by FNF of Black Knight Class B common stock
•: ownership by FNF of BKFS LLC Class A units;
•: legal proceedings;
•: compliance with laws; and
•: no other express or implied representations regarding information provided in connection with the transactions.

New BKH Representations and Warranties

In addition, the representations and warranties made by New BKH relate to, among other things:

•: capital structure;
•: absence of material assets and liabilities;
•: legal proceedings;
•: compliance with laws; and
•: no other express or implied representations regarding information provided in connection with the transactions.

Black Knight Representations and Warranties

In addition, the representations and warranties made by Black Knight relate to, among other things:

•: capital structure;
•: voting requirements, including the vote of the holders of a majority of the outstanding shares of Black Knight Class A common stock and Black Knight Class B common stock that are not owned, directly or indirectly by the FNF affiliated shareholders or any officers or directors of the FNF affiliated shareholders;

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•: documents filed with the SEC and absence of certain liabilities;
•: information supplied in connection with this prospectus and the registration statement of which it is a part;
•: brokers and other advisors;
•: no interest in New BKH common stock (or FNF Group common stock) or rights to acquire, or other benefits or rights of, any shares of New BKH common stock; and
•: no other express or implied representations regarding information provided in connection with the transactions.

Conduct of Business Pending the Mergers

FNF and New BKH have agreed not to, and not to permit their respective subsidiaries to, among other things, undertake the following actions without the consent of Black Knight (subject to certain exceptions specified in the merger agreement), which shall not be unreasonably withheld, delayed or conditioned:

•: amend organizational documents of New Black Knight, New BKH, Merger Sub One or Merger Sub Two;
•: dispose of or encumber any of the shares of Black Knight beneficially owned by FNF or any BKFS LLC Units;
•: make any changes in the capital structure of New Black Knight, New BKH, Merger Sub One or Merger Sub Two;
•: enter into any transaction or any contract which is not contemplated by the merger agreement and the transactions contemplated therein; or
•: take any action that would prevent, materially delay or materially impair the consummation of the New BKH merger or the BKFS merger and the other transactions contemplated in the merger agreement or the ability of New BKH to perform in all material respects under the merger agreement.

In addition, New BKH shall not, and shall not permit any of New Black Knight, Merger Sub One or Merger Sub Two to, except consistent with the merger agreement or with the consent of Black Knight, engage in any business or activity.

Black Knight has agreed not to, and not to permit its respective subsidiaries to, among other things, undertake the following actions without the consent of New BKH (subject to certain exceptions specified in the merger agreement), which shall not be unreasonably withheld, delayed or conditioned:

•: issue shares, securities, equity interests or capital stock of Black Knight or any of its subsidiaries, other than in connection with the exercise of existing stock based awards or pursuant to the Black Knight stock plan in the ordinary course consistent with past practice;
•: pay any dividend on the Black Knight common stock other than regular quarterly dividends consistent with past practice and repurchases by Black Knight of Black Knight common stock;
•: split, combine or reclassify any shares of Black Knight common stock;
•: other than as may be approved by the Black Knight shareholders at the June 14, 2017 shareholders meeting, amend or waive any rights under, or accelerate vesting under, the Black Knight stock plan or any right to acquire capital stock of Black Knight or similar agreement;
•: directly or indirectly acquire any person (other than a subsidiary of Black Knight) if such acquisition would reasonably be expected to materially impede or delay the ability of the parties to satisfy the conditions to the mergers;

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•: make any investment in any person (other than a subsidiary of Black Knight) if such investment would reasonably be expected to materially impede or delay the ability of the parties to satisfy the conditions to the mergers;
•: other than in the ordinary course of business consistent with past practice, enter into any contract providing for payments in excess of $100,000 that would be breached by, or would require the consent of a third party in order to continue in full force upon, or would result in the acceleration of any obligation or vesting of any benefit as a result of, the completion of the transactions; or
•: agree to take any of the foregoing actions.

Black Knight Board Recommendation Change

The merger agreement also provides that neither Black Knight's board of directors nor the Black Knight Special Committee will withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to New BKH, its approval and recommendation of the merger agreement and the transactions contemplated thereby (any such change is referred to as an Black Knight board recommendation change) unless the Black Knight board of directors or the Black Knight Special Committee determines in good faith (after consultation with legal counsel) that the failure to change its recommendation or the failure to make a disclosure to the shareholders of BKFS would reasonably be likely to constitute a violation of applicable law or be expected to be inconsistent with its fiduciary duties under applicable law.

Additional Agreements

Black Knight, FNF and New BKH have agreed to cooperate with each other and, among other things, to use reasonable best efforts to promptly:

•: take all actions necessary under the merger agreement and applicable laws to consummate the mergers as soon as practicable;
•: obtain all approvals, consents, registrations, permits, authorizations and other confirmations required by applicable laws or applicable regulatory authorities, including applicable antitrust laws; and
•: supply any information or materials required by applicable laws or applicable regulatory materials.

Notwithstanding the foregoing, pursuant to the merger agreement, neither Black Knight nor New BKH (nor FNF on behalf of New BKH) shall, without the other party's prior written consent, commit to any divestiture transaction or agree to any restriction on its business in furtherance of obtaining the approval of any governmental authority. The merger agreement also contains covenants relating to cooperation in the preparation of this prospectus and additional agreements relating to, among other things, consultation regarding transition matters, access to information, confidentiality, notification of certain matters and public announcements.

Special Meeting

As soon as practicable following the date of the merger agreement, Black Knight will call and hold a special meeting of its shareholders for the purpose of obtaining the Black Knight shareholder

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approval. The obligation to call and hold such shareholders meeting will not be affected by, among other things:

•: the commencement, public proposal, public disclosure or communication to Black Knight of any Black Knight Takeover Proposal (as defined below); or
•: the withdrawal or modification of (x) Black Knight's board of directors' approval and recommendation of the transactions or (y) such board of directors' approval of, or the Black Knight Special Committee's recommendation that such board of directors approve, the BKFS merger.

"Black Knight Takeover Proposal" means any inquiry, proposal or offer from any person or "group" (as defined in Section 13(d) of the Exchange Act), other than FNF and its subsidiaries, relating to any (A) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of Black Knight (including securities of its subsidiaries) equal to 10% or more of Black Knight's consolidated assets or to which 10% or more of Black Knight's revenues or earnings on a consolidated basis are attributable, (B) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership of any Black Knight Class B common stock or BKFS LLC Units beneficially owned by FNF, or 10% or more of any class of equity securities of Black Knight, (C) tender offer or exchange offer that if consummated would result in any person or "group" (as defined in Section 13(d) of the Exchange Act) beneficially owning 10% or more of any class of equity securities of Black Knight or (D) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Black Knight or any of its subsidiaries; in each case, other than the transactions contemplated by the transaction agreements.

In accordance with the merger agreement, FNF, which currently beneficially owns approximately 98.46% of the outstanding Black Knight Class B common stock currently representing approximately 54.29% of the outstanding voting securities of Black Knight, has agreed to vote all of such shares in favor of the adoption of the merger agreement.

Separation and Spin-Off

Concurrently with the execution of the merger agreement, FNF and New BKH entered into the reorganization agreement. Prior to the spin-off, FNF, New BKH, New Black Knight or Black Knight, as applicable, will enter into the tax matters agreement and the BKFS LLC Services Agreement (as defined below), the reverse services agreement (as defined below), the sales promotion agreement (as defined below) and the non-competition agreement (as defined below). A description of these agreements is included in the sections entitled "The Reorganization Agreement" and "Additional Agreements".

In the merger agreement, FNF and New BKH have agreed to use their respective reasonable best efforts, and cause their respective subsidiaries to use their respective reasonable best efforts, (i) to execute and deliver the tax matters agreement, BKFS services agreement, reverse services agreement, sales promotion agreement and the non-competition agreement, (ii) to complete the separation pursuant to which all of FNF's indirect interests in the Black Knight Class B common stock and BKFS LLC Units will be contributed to New BKH on and subject to the terms and conditions of the reorganization agreement, (iii) to execute and deliver the other agreements related to the separation at or prior to the spin-off and (iv) to effect the spin-off immediately prior to the closing of the mergers in accordance with the reorganization agreement.

Prior to the closing of the mergers, each of FNF and New BKH will not, and will cause their subsidiaries and the other parties to the transaction agreements contemplated by the mergers not to, amend, modify, terminate or abandon any of the transaction agreements (other than the merger agreement) or to agree to amend, modify, terminate or abandon the separation or any agreement or

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instrument entered into in accordance therewith or to waive any term or condition applicable thereto without the prior written consent of Black Knight.

Indemnification

From and after the merger effective time, New Black Knight will indemnify the individuals who at or prior to the merger effective time were directors or officers of Black Knight with respect to all acts or omissions by them in their capacities as such at any time prior to the merger effective time, to the fullest extent (i) required by the Black Knight organizational documents as in effect on the date of the merger agreement, (ii) required by any indemnification agreement between Black Knight and any such director or officer as in effect on the date of the merger agreement or as of the merger effective time and (iii) permitted under applicable law. New Black Knight will also, for six years following the merger effective time, subject to certain limitations, maintain coverage under a directors and officers liability insurance policy with respect to claims arising from facts or events that occurred on or before the completion of the transactions contemplated by the merger agreement at a level at least equal to that which Black Knight is maintaining prior to the mergers.

Fees and Expenses

Each party pays its fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement, provided that FNF and Black Knight shall each pay 50% of all fees and expenses incurred in connection with the filings of the New BKH Form S-1 and the New Black Knight Form S-4 of which this prospectus forms a part of.

Certain Restricted Acquisitions

From and after the date of the merger agreement and prior to the first to occur of the effective time of the BKFS merger and the termination of the merger agreement, FNF and its subsidiaries and affiliates will not (i) acquire, directly or indirectly, any additional shares of Black Knight common stock or any other rights to purchase or receive additional shares of Black Knight common stock or (ii) enter into or acquire, directly or indirectly, any derivative contract with respect to any shares of Black Knight common stock or enter into any other hedging or other similar transaction that has the effect of providing FNF or any such subsidiary or affiliate, directly or indirectly, with the economic benefits, voting rights or risks of ownership of any shares of Black Knight common stock (other than in each case any acquisition from or contract entered into with Black Knight or any of its subsidiaries).

From and after the effective time of the spin-off and prior to the first to occur of the effective time of the New BKH merger and the termination of the merger agreement, FNF will not acquire, directly or indirectly, any New BKH interest.

Conditions to Completion of the Mergers

The parties will not complete the mergers unless each of the following conditions is satisfied or waived:

•: the separation and spin-off have been completed in accordance with the reorganization agreement and applicable law;
•: obtaining the affirmative vote of (i) holders of a majority of the outstanding voting shares of Black Knight common stock and (ii) holders of a majority of the outstanding voting shares of Black Knight common stock that are not owned, directly or indirectly, by the FNF affiliated shareholders or any officers or directors of the FNF affiliated shareholders;
•: all regulatory approvals necessary for the completion of the mergers have been obtained and are in full force and effect;

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•: no law, injunction, judgment or ruling prohibiting the completion of the mergers or making the completion of the mergers illegal is in effect;
•: the New BKH Form S-1, of which this prospectus forms a part, and the New Black Knight Form S-4, have been declared effective by the SEC and are not subject to any stop order or initiated or threatened proceedings seeking a stop order; and
•: the shares of New Black Knight common stock deliverable to certain shareholders of New BKH and Black Knight and the shares of New Black Knight common stock deliverable to certain affiliates of Thomas H. Lee Partners, LP, which we refer to as the THL Interest Holders, as contemplated by the exchange agreement, have been approved for listing on NYSE.

Black Knight's obligations to complete the BKFS merger are also subject to the satisfaction or waiver of each of the following additional conditions:

•: the accuracy of the representations and warranties of FNF and New BKH, except as would not, individually or in the aggregate, have a New BKH material adverse effect (subject to certain exceptions);
•: FNF's performance in all material respects of all obligations that are required by the merger agreement to be performed on or prior to the closing of the mergers;
•: Each of New BKH, New Black Knight, Merger Sub One and Merger Sub Two having performed in all material respects all their respective obligations required by the merger agreement to be performed on or prior to the closing of the mergers;
•: each of the parties (other than FNF and its subsidiaries) to the transaction agreements shall have entered into such agreements and performed in all material respects all obligations required to be performed by such party under such agreements and each such agreement shall be in effect;
•: Black Knight's receipt of an opinion from Deloitte Tax, or another nationally recognized accounting or law firm, in form and substance reasonably satisfactory to Black Knight, to the effect that the BKFS merger will qualify as a "reorganization" within the meaning of Section 368(a) of the IRC or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the IRC;
•: since December 31, 2016, there shall not have been any change, circumstance, effect, development or occurrence that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a New BKH material adverse effect; and
•: Black Knight shall have received the original stock certificates for the Black Knight common stock beneficially owned by FNF and the Merger Sub One and Merger Sub Two shares.

FNF's and New BKH's obligations to complete the New BKH merger are also subject to the satisfaction or waiver of each of the following additional conditions:

•: the accuracy of the representations and warranties of Black Knight, except as would not, individually or in the aggregate, have a Black Knight material adverse effect (subject to certain exceptions);
•: Black Knight's performance in all material respects of all obligations that are required by the merger agreement to be performed on or prior to the closing of the mergers;
•: New Black Knight's joinder to the Reorganization Agreement; and
•: New BKH's receipt of an opinion from Deloitte Tax, or another nationally recognized accounting or law firm, in form and substance reasonably acceptable to New BKH and FNF, to the effect that the New BKH merger will qualify as a "reorganization" within the meaning of Section 368(a) of the IRC or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the IRC.

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For purposes of the merger agreement, the term "material adverse effect" means, with respect to any party, any fact, circumstance, effect, change, event, occurrence or development, which we refer to as an Effect, that, individually or in the aggregate with other Effects,

•: has, or would reasonably be expected to have, a material adverse effect on the business, properties, assets, liabilities (contingent or otherwise), results of operations or condition (financial or otherwise) of such party and its subsidiaries taken as a whole; or
•: materially impairs the ability of such party and its affiliates to consummate, or prevents or materially impedes or delays, the transactions contemplated by the merger agreement;

No Effect resulting from any of the following, either individually or in the aggregate, shall constitute or be taken into account in determining whether there has been a material adverse effect:

(a): any change or development relating to the United States economy in general;
(b): any change or development affecting the industry in which such party operates in general;
(c): the execution and delivery of the merger agreement or the announcement or performance of the merger agreement and the transactions, including, to the extent arising therefrom, any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of Black Knight (in each case, other than in respect of required consents and approvals);
(d): acts of war or terrorism or natural disasters or other calamities;
(e): changes in any laws or regulations or applicable accounting regulations or principles or the interpretations thereof;
(f): the fact, in and of itself (and not the underlying causes thereof) that New BKH or any of its subsidiaries or Black Knight failed to meet any projections, forecasts, or revenue or earnings predictions for any period;
(g): any change, in and of itself (and not the underlying causes thereof) in the stock price of the FNF Group common stock or Black Knight Class A common stock; or
(h): changes in GAAP or the interpretation thereof;

provided, that, with respect to the preceding clauses (a), (b), (d) or (h), any such Effect shall be taken into account if and to the extent it disproportionally affects such party and its subsidiaries, taken as a whole, compared to other companies operating in the industries in which such party and its subsidiaries operate.

Termination

Black Knight and New BKH may terminate the merger agreement at any time with the consent of the Black Knight Special Committee and the board of directors of New BKH, respectively, prior to the completion of the mergers by mutual written consent.

Either Black Knight, with the prior approval of the Black Knight Special Committee, or New BKH may (subject to certain exceptions set forth in the merger agreement) terminate the merger agreement by written notice to the other party:

•: if the transactions contemplated by the merger agreement are not completed prior to March 8, 2018, provided that if all conditions have been satisfied by such date, other than obtaining the requisite regulatory approvals, then such date shall be extended for up to 90 days;

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•: if any final, nonappealable order or injunction prohibits the completion of the transactions contemplated by the merger agreement or a law or regulation makes the completion of such transactions illegal; or
•: if the Black Knight shareholder approval is not obtained at the Black Knight shareholders meeting or at any adjournment or postponement thereof.

Black Knight may terminate the merger agreement with the prior approval of the Black Knight Special Committee by written notice to New BKH if:

•: there has been a breach or failure by FNF and/or New BKH of any of its representations, warranties, covenants or agreements in the merger agreement or the reorganization agreement such that the related closing conditions would not be satisfied and such breach or failure cannot be cured by March 8, 2018, unless FNF or New BKH cures such breach within thirty (30) calendar days; or
•: if an injunction or other restraint that enjoins or prevents the transactions has become final and nonappealable.

New BKH may terminate the merger agreement by written notice to Black Knight if:

•: there has been a breach or failure to perform by Black Knight of any of its representations, warranties, covenants or agreements in the merger agreement such that the related closing conditions would not be satisfied and such breach or failure cannot be cured by March 8, 2018, unless Black Knight cures such breach or failure within thirty (30) calendar days;
•: if an injunction or other restraint that enjoins or prevents the transactions has become final and nonappealable; or
•: a Black Knight board recommendation change (as recommended by the Black Knight Special Committee) shall have occurred.

Effect of Termination

In the event the merger agreement is terminated as described above, the merger agreement will become null and void and none of Black Knight, FNF, New BKH, New Black Knight, Merger Sub One or Merger Sub Two or their respective directors, officers and affiliates, will have any liability under the merger agreement except that nothing shall relieve any party from liability for fraud or any willful breach of the merger agreement and FNF shall be liable for any willful breach of the merger agreement by New BKH, New Black Knight, Merger Sub One or Merger Sub Two. Certain designated provisions of the merger agreement, including the payment of fees and expenses and confidentiality restrictions, will survive the termination of the merger agreement.

Amendment, Extension and Waiver

The merger agreement may be amended in writing by action taken or authorized by Black Knight's, FNF's and New BKH's respective boards of directors (but in the case of Black Knight, only following approval thereof by the Black Knight Special Committee), at any time before or after receipt of the Black Knight shareholder approval. Following approval of the transactions by the shareholders of Black Knight, however, there cannot be any amendment which by law would require further approval by such shareholders without such approval.

At any time before the completion of the mergers, Black Knight, FNF, New BKH, New Black Knight, Merger Sub One or Merger Sub Two may, by written action taken or authorized by their

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respective boards of directors (and in the case of Black Knight, following approval by the Black Knight Special Committee) to the extent legally allowed:

•: waive any inaccuracies in the representations and warranties contained in the merger agreement;
•: extend the time for the performance of any of the obligations or other acts provided for in the merger agreement; and waive compliance with any of the agreements or conditions contained in the merger agreement.

THE REORGANIZATION AGREEMENT

The following summary describes the material provisions of the reorganization agreement and is qualified in its entirety by reference to the complete text of the reorganization agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The provisions of the reorganization agreement are extensive and not easily summarized. Accordingly, this summary may not contain all of the information about the reorganization agreement that is important to you. We encourage you to read the reorganization agreement carefully in its entirety for a more complete understanding of the reorganization agreement.

The reorganization agreement and this summary of its terms have been included with this prospectus to provide you with information regarding the terms of the reorganization agreement and are not intended to provide any other factual information about FNF or New BKH. Information about FNF and New BKH can be found elsewhere in this prospectus.

The representations and warranties contained in the reorganization agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to effect the separation if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocate risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to disclosures not reflected in the reorganization agreement and a contractual standard of materiality different from that generally applicable to shareholders. Furthermore, you should not rely on the covenants in the reorganization agreement as actual limitations on the respective businesses of FNF or New BKH, because any party may take certain actions that are either expressly permitted in the confidential disclosures to the reorganization agreement or are otherwise consented to by the appropriate party, which consent may be given without prior notice to the public.

General

New BKH has entered into a reorganization agreement with BKHI and FNF to provide for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between New BKH and FNF with respect to and resulting from the spin-off, which we refer to as the reorganization agreement. Pursuant to the merger agreement, as of the completion of the mergers, New Black Knight will become jointly and severally liable with New BKH for New BKH's obligations under the reorganization agreement.

Pursuant to the reorganization agreement, FNF will engage in a series of corporate transactions, which we refer to as the separation, including the following:

•: BKHI will contribute to New BKH (i) all of the Black Knight Class B common stock indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI, which we refer to as the contribution; and

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•: FNF will cause all of the shares of New BKH common stock to be distributed pro rata to the holders of the FNF Group common stock by means of book-entry transfer through the exchange agent, which we refer to as the spin-off; provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock, pursuant to the merger agreement.

Representations and Warranties

FNF makes representations to New BKH relating to, among other things:

•: corporate organization and similar corporate matters;
•: capital structure;
•: ownership by FNF of the Black Knight common stock and BKFS LLC Units;
•: authorization of the reorganization agreement and absence of conflicts;
•: brokers and other advisors; and
•: no other express or implied representations regarding information provided in connection with the transactions.

Covenants

FNF and New BKH, as applicable, among other things, have agreed to take or not take (as applicable) the following actions:

•: Each party shall take all actions reasonably necessary to carry out the purposes and intent of the reorganization agreement and the transactions contemplated thereby.
•: Each party shall afford each other reasonable access to any information in its possession or under its control needed to (i) comply with the U.S. or foreign law; (ii) to enable a party to institute or defend against any action proceeding in any U.S. or foreign court; and (iii) to enable the parties to implement the transactions contemplated by the reorganization agreement.
•: Each party will preserve the confidentiality of and not make any public announcement concerning the reorganization agreement or the transactions contemplated thereby, without first obtaining the prior written consent of the other party, during the period from the date of the reorganization agreement through the merger effective time, subject to customary exceptions, including disclosures required by law, court order or government regulation.
•: FNF shall use commercially reasonable efforts to obtain an opinion from Deloitte Tax, or other nationally recognized accounting or law firm, and FNF shall not undertake any action which could reasonably be expected to result in the private letter ruling received by FNF from the IRS not remaining in full force and effect.
•: Each party shall use their respective reasonable efforts, and cause their respective subsidiaries to use their respective reasonable efforts, (i) complete the transactions contemplated by the reorganization agreement, and (ii) execute and deliver the other documents and instruments required to effect the transactions contemplated by the reorganization agreement.

Indemnification

The reorganization agreement provides that New BKH will, on the terms and subject to the limitations set forth in the reorganization agreement, from and after the New BKH Effective Time, indemnify, defend and hold harmless the FNF Entities (as defined therein) from and against any losses incurred by the FNF Entities to the extent arising out of or relating to the assets and businesses owned

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or operated by the New BKH Entities before and after the closing, including any losses to the extent resulting from any Liability (as defined therein) of the New BKH Entities, whether incurred before or after the closing. Further, FNF will, from and after the Closing (as defined therein), indemnify, defend and hold harmless the New BKH Entities from and against any losses incurred by the New BKH Entities to the extent arising out of or relating to the assets and businesses owned or operated by the FNF Entities before and after the Closing, including any losses to the extent resulting from any Liability of the FNF Entities, whether incurred before or after the Closing. These indemnification obligations exclude any matters relating to taxes. For a description of the allocation of tax-related obligations, please see "Additional Agreements—Other Transaction Agreements—Tax Matters Agreement" below.

Conditions to Completion of the Separation

The parties will not complete the separation unless each of the following conditions is satisfied or waived:

•: no law, injunction, regulation or court order prohibits the separation;
•: the performance in all material respects of all obligations that are required by the reorganization agreement to be performed on or prior to the closing of the separation;
•: the accuracy of the representations and warranties of FNF and New BKH in all material respects (subject to certain exceptions);
•: FNF having received an opinion from Deloitte Tax or other nationally recognized accounting or law firm, dated as of the Closing Date (as defined therein), in form and substance reasonably acceptable to FNF, substantially to the effect that certain contributions made by FNF to BKHI and the spin-off should qualify as a tax-free reorganization under Sections 368(a) and 355 of the IRC and a distribution to which Sections 355 and 361 of the IRC applies, respectively; and
•: the private letter ruling received by FNF from the IRS in connection with the spin-off remaining in full force and effect.

At the closing of the separation, FNF and New BKH, as applicable, will execute and deliver the tax matters agreement and the BKFS LLC Services Agreement.

Termination

The reorganization agreement may be terminated by the mutual agreement of FNF, New BKH and Black Knight. In addition, the reorganization agreement may be terminated by FNF if the merger agreement is terminated.

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ADDITIONAL AGREEMENTS

Other Transaction Agreements

Tax Matters Agreement

Prior to the effective time of the spin-off, FNF, New Black Knight and New BKH will enter into a tax matters agreement that governs their respective rights, responsibilities and obligations with respect to taxes, the filing of tax returns, the control of audits and other tax matters.

References in this summary description of the tax matters agreement to the terms "tax" or "taxes" mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any tax authority and shall include any transferee liability in respect of taxes. In addition, references to the "New Black Knight Group" mean: New Black Knight and, after the closing of the mergers, each of its direct and indirect subsidiaries, including any corporations that would be members of the affiliated group of which New Black Knight is the common parent corporation if they were includible corporations under Section 1504(b) of the IRC (in each case, including any successors thereof); and references to the "FNF Group" mean FNF and each of its present and future direct and indirect subsidiaries, including any corporations that would be members of the affiliated group of which FNF is the common parent corporation if they were includible corporations under Section 1504(b) of the IRC (in each case, including any successors thereof) other than a member of the New Black Knight Group.

Under the tax matters agreement, FNF will be required to indemnify the New Black Knight Group for (i) any taxes of New BKH, BKHI or New Black Knight (except for taxes otherwise required to be indemnified by New Black Knight, as described below) with respect to a pre-spin-off taxable period, (ii) any taxes (except for taxes otherwise required to be indemnified by New Black Knight) pursuant to Treasury regulations Section 1.1502-6 (or comparable provision under any other applicable law) by reason of New BKH, BKHI, or New Black Knight having been a member of an FNF Group on or prior to the spin-off date, (iii) any taxes resulting from the contributions or the spin-off failing to qualify as a reorganization within the meaning of Section 368(a) of the IRC and a distribution to which Section 355 of the IRC applies, (iv) any taxes arising as a result of the separation (other than taxes set forth in clause (iii), above), and (v) all transfer taxes, except, in each case, for taxes that arise from or are attributable to what we refer to as a New Black Knight disqualifying action (as such term is described below).

New Black Knight will be required to indemnify the FNF Group for (i) any taxes of New BKH or New Black Knight attributable to a post-spin-off taxable period, (ii) any taxes, including with respect to a pre-spin-off taxable period, attributable to the ownership of BKFS LLC units by BKHI and other FNF Group members (excluding any taxes arising from any transfer of the BKFS LLC units by BKHI or any FNF Group member) except to the extent BKFS LLC previously made a tax distribution to BKHI or an FNF Group member in respect of such taxes, (iii) any taxes that arise from or are attributable to (a) any action by New Black Knight or any of its subsidiaries, or the failure to take any action within their control which, negates the tax-free status of the transactions; or (b) direct or indirect changes in ownership of New Black Knight or New BKH equity interests that cause the spin-off to be a taxable event to FNF as a result of the application of Section 355(e) of the IRC or to be a taxable event as a result of a failure to satisfy the "continuity of interest" or "device" requirements for tax-free treatment under Section 355 of the IRC (clauses (a) and (b), together, which we refer to as New Black Knight disqualifying actions.

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FNF will be responsible for preparing and filing all tax returns that include one or more members of the FNF Group and one or more members of the New Black Knight Group for taxable periods beginning on or before the spin-off date. After the spin-off date, New Black Knight will prepare and file all tax returns filed by BKFS LLC that report taxes that will be reflected on a tax return of a member of the FNF Group, and FNF will have review and approval rights with respect to such tax returns.

Generally, each of FNF and New Black Knight will be entitled to any refunds, credits, or offsets relating to taxes allocated to and paid by its respective group under the tax matters agreement. The members of the New Black Knight Group will be required to waive their rights to carryback any tax attribute to a pre-spin-off taxable period of an FNF consolidated tax return to the extent permitted by applicable law. If such member is unable to elect to forego such carryback, the FNF will be entitled to any refunds resulting from such carryback.

If a party to the tax matters agreement receives a notice of a tax audit from a tax authority, and believes it may have a suffered or could potentially suffer any tax liability for which it may request indemnification, it must inform the party liable to make such indemnification payment, which we refer to as the indemnifying party. The indemnifying party will have the right to control such audit and compromise or settle such tax audit, provided that the indemnified party must consent to such compromise or settlement to the extent that the indemnified party may be materially affected by such compromise or settlement. FNF and New Black Knight will each have the right to jointly control any audit or proceeding relating to taxes incurred in connection with a failure of the separation to qualify for tax-free treatment, and neither FNF nor New Black Knight will be permitted to compromise or settle any such audit or proceeding without the other party's consent.

To the extent permitted by applicable tax law, FNF, New Black Knight and New BKH agree to treat any payments made under the tax matters agreement as a capital contribution or distribution (as applicable) immediately prior to the spin-off. The amount of any indemnification payment made under the tax matters agreement will be reduced by the amount of any reduction in taxes actually realized by the party receiving such payment as a result of the event giving rise to the indemnification payment by the end of the taxable year in which the indemnity payment is made, and will be increased if and to the extent necessary to ensure that, after all required taxes on the indemnity payment are paid (including taxes applicable to any increases in the indemnity payment), the indemnified party receives the amount it would have received if the indemnity payment was not taxable.

Finally, New Black Knight and its subsidiaries will be restricted by certain covenants related to the spin-off. These restrictive covenants require that none of New Black Knight and its subsidiaries will:

•: take, or fail to take, any action following the spin-off if such action, or failure to act, would be inconsistent with any covenant or representation made by New Black Knight or any of its subsidiaries in any transaction document, or prohibit certain separation transactions related to the spin-off or the spin-off from qualifying for tax-free treatment for U.S. federal income tax purposes;
•: during the restricted period, enter into any agreement, understanding, arrangement or substantial negotiations, pursuant to which any person or persons would (directly or indirectly) acquire, or have the right to acquire, New Black Knight or New BKH equity interests (other than in connection with the mergers); or
•: during the restricted period, sell or transfer, or cease to actively engage in, its active trade or business for purposes of Section 355(b) of the IRC.

Notwithstanding the foregoing, New Black Knight and its affiliates may take an action prohibited by the foregoing if (i) FNF receives prior written notice describing the proposed action in reasonable detail, and (ii) New Black Knight delivers to FNF either (x) an opinion from a nationally recognized

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U.S. tax advisor providing that the completion of a proposed action by the New Black Knight Group (or any member thereof) would not affect the tax-free status of the transactions; or (y) a private letter ruling from the IRS providing that the completion of a proposed action by the New Black Knight Group should not affect the tax-free status of the transactions, in each case in form and substance satisfactory to FNF; provided, however, that under certain circumstances, New Black Knight shall be permitted to (A) redeem its shares on the open market pursuant to a certain share repurchase program and to issue reasonable New Black Knight equity-based compensation for services rendered to a member of the New Black Knight Group if such person is permitted to receive New Black Knight stock under Safe Harbor VIII in Treasury regulations section 1.355-7(d), (B) repurchase equity interests of New Black Knight from any person who acquired such equity interests pursuant to the BKFS merger or the THL Interest Exchange Agreement, or (C) issue equity in the manner described in U.S. Treasury Regulation Section 1.355-7(d)(9).

BKFS LLC Services Agreement

Prior to the effective time of the spin-off, FNF will enter into a Second Amended and Restated Corporate Services Agreement with BKFS LLC, which we refer to as the BKFS LLC Services Agreement. Pursuant to such agreement, FNF will provide BKFS LLC with certain corporate services, such as real estate brokerage and portfolio management, facilities management, corporate (general) accounting support, Oracle eBusiness application support, treasury, tax, corporate accounts payable, corporate 1099 support, insurance/risk management, payroll support, human resources support, litigation and dispute management services, purchasing, corporate legal, corporate aircraft, corporate finance, and corporate travel. FNF will also provide knowledge transfer services and take such steps as are reasonably required to facilitate a smooth and efficient transition of records and responsibilities to BKFS LLC prior to the termination of the agreement. The BKFS LLC Services Agreement terminates after the date upon which all corporate services or transition assistance have been terminated or upon the mutual agreement of the parties. BKFS LLC may terminate corporate services by providing 90 days written notice to FNF.

Reverse Services Agreement

Prior to the effective time of the spin-off, BKFS LLC will enter into an Amended and Restated Reverse Corporate Services Agreement with FNF, which we refer to as the reverse services agreement. Pursuant to such agreement, BKFS LLC will provide FNF with certain corporate legal services. BKFS LLC will also provide knowledge transfer services and take such steps as are reasonably required in order to facilitate a smooth and efficient transition of records and responsibilities to FNF prior to the termination of the agreement. The reverse services agreement terminates after the date upon which all corporate services or transition assistance has been terminated or upon the mutual agreement of the parties. FNF may terminate corporate services by providing 90 days written notice to BKFS LLC.

Sales Promotion Agreement

Prior to the effective time of the spin-off, FNF will enter into a Sales Promotion Agreement with New Black Knight, which we refer to as the sales promotion agreement. Pursuant to such agreement, each party agrees to co-operate with the other party in promoting such party's products and services to its customers. If such promotional activities are mutually advantageous, each party shall identify any customers who may be interested in the services of the other party, so that the parties can coordinate appropriate engagement of such promotional activities. The sales promotion agreement has an initial term of five years, and will renew automatically for additional five year terms unless terminated by either party with at least 90 days written notice prior to the start of the next term.

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Non-Competition Agreement

Prior to the effective time of the spin-off, New Black Knight will enter into a Non-Competition Agreement with FNF, which we refer to as the non-competition agreement. Pursuant to such agreement, New Black Knight will not, among other things, without the prior written consent of FNF, engage in or acquire any businesses engaged in title generation/escrow services, appraisal, or default and field services work (other than technology solutions for such services). Such restrictions are subject to an exception allowing New Black Knight to acquire a business engaged in such restricted services if at least 90% of such business' revenue is contributed by activities other than such restricted services. New Black Knight will also agree not to engage in certain transactions such as a merger, sale of assets, or sale of greater than 5% of its equity interests to a buyer that derives 10% or more of its revenue from such restricted services. The non-competition agreement terminates on the tenth anniversary of the date of entry into such agreement.

Certain Other Transactions and Relationships

THL Interest Exchange Agreement

General

New Black Knight and Black Knight have entered into an interest exchange agreement, which we refer to as the THL Interest Exchange Agreement, with as the THL Interest Holders. The THL Interest Exchange Agreement provides that immediately following the closing of the transactions contemplated by the merger agreement, the THL Interest Holders will contribute to New Black Knight all of the Black Knight Class B common stock and all of the BKFS LLC Units owned by the THL Interest Holders in exchange for shares of New Black Knight common stock, which equals the number of shares of Black Knight Class B common stock held by the THL Interest Holders.

Representations and Warranties

Each of New Black Knight and Black Knight makes representations to the THL Interest Holders relating to, among other things:

•: corporate organization and similar corporate matters;
•: authorization of the THL Interest Exchange Agreement and absence of conflicts;
•: capital structure;
•: delivery of the merger agreement;
•: valid issuance of the shares of New Black Knight common stock; and
•: exemption from registration requirements.

Each of the THL Interest Holders makes representations to the New Black Knight and Black Knight relating to, among other things:

•: corporate organization and similar corporate matters;
•: authorization of the THL Interest Exchange Agreement and absence of conflicts;
•: valid title to the Black Knight Class B common stock and BKFS LLC Units;
•: acknowledgement of certain securities law restrictions; and
•: certain other customary representations of the acquirer in a private placement.

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Covenants:

New Black Knight, Black Knight and the THL Interest Holders, as applicable, among other things, have agreed to take the following actions:

•: New Black Knight will use commercially reasonable efforts to cause its shares to be approved for listing on the NYSE;
•: each party shall take all actions necessary to consummate the transactions contemplated by the THL Interest Exchange Agreement and fulfill at the earliest practicable date all of the conditions to each party's respective obligations;
•: New Black Knight will promptly advise the THL Interest Holders of any fact, change, event or circumstance that New Black Knight believes would cause any condition to the transactions contemplated by the THL Interest Exchange Agreement not to be satisfied; and
•: all of Black Knight's rights under the registration rights agreement with the THL Interest Holders shall have been assigned to New Black Knight.

Effective upon the closing of the transactions contemplated by the THL Interest Exchange Agreement, all of Black Knight's rights and obligations under its existing registration rights agreement, dated May 26, 2015, will be assigned to New Black Knight and the resale of the shares of New Black Knight common stock received by the THL Interest Holders will be subject to such registration rights agreement.

Conditions to Exchange Closing

The parties will not complete the exchange unless each of the following conditions is satisfied or waived:

•: no law, injunction, regulation or court order prohibits the exchange;
•: each of the mergers shall have become effective;
•: the representations and warranties of New Black Knight and the THL Interest Holders qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects (subject to certain exceptions); and
•: the parties performance in all material respects of its respective obligations that are required by the THL Interest Exchange Agreement to be performed on or prior to the closing.

Termination

The THL Interest Exchange Agreement terminates automatically upon the valid termination of the merger agreement.

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SELECTED HISTORICAL FINANCIAL DATA

Selected Historical Consolidated and Combined Financial Data of Black Knight

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	Successor															Predecessor

	Successor															Predecessor
	Six months ended June 30, (Unaudited)
							Year ended December 31,									Period from October 16, 2013 through December 31, 2013
							Year ended December 31,
	2017			2016			2016			2015			2014
	2017			2016			2016			2015			2014
							(In millions, except per share data)
Statements of Operations Data:
Revenues	$	520.3		$	497.4		$	1,026.0		$	930.7		$	852.1		$	15.0
Expenses:
Operating expenses		287.5			281.2			582.6			538.2			514.9			16.9
Depreciation and amortization		102.9			97.4			208.3			194.3			188.8			1.1
Transition and integration costs		4.5			1.1			2.3			8.0			119.3			—

Total expenses		394.9			379.7			793.2			740.5			823.0			18.0

Operating income (loss)		125.4			117.7			232.8			190.2			29.1			(3.0	)

Other income and expense:
Interest expense, net		(30.7	)		(33.7	)		(67.6	)		(89.8	)		(128.7	)		—
Other expense, net		(16.5	)		(4.8	)		(6.4	)		(4.6	)		(12.0	)		—

Total other expense, net		(47.2	)		(38.5	)		(74.0	)		(94.4	)		(140.7	)		—

Earnings (loss) from continuing operations before income taxes		78.2			79.2			158.8			95.8			(111.6	)		(3.0	)
Income tax expense (benefit)		15.1			12.9			25.8			13.4			(5.3	)		—

Net earnings (loss) from continuing operations		63.1			66.3			133.0			82.4			(106.3	)		(3.0	)
Loss from discontinued operations, net of tax		—			—			—			—			(0.8	)		—

Net earnings (loss)		63.1			66.3			133.0			82.4			(107.1	)		(3.0	)
Less: Net earnings (loss) attributable to noncontrolling interests		42.7			43.5			87.2			62.4			(107.1	)		(3.0	)

Net earnings attributable to Black Knight	$	20.4		$	22.8		$	45.8		$	20.0		$	—		$	—

	Six months ended June 30, (Unaudited)

							May 26, 2015 through December 31, 2015
					Year ended December 31, 2016
	2017		2016		Year ended December 31, 2016
Net earnings per share attributable to Black Knight Class A common shareholders:
Basic	$	0.30	$	0.35	$	0.69	$	0.31



Diluted	$	0.29	$	0.34	$	0.67	$	0.29



Weighted average shares of Class A common stock outstanding:
Basic		67.7		65.9		65.9		64.4



Diluted		153.0		152.7		67.9		67.9

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	Successor										Predecessor

	June 30, (Unaudited)
					December 31,
					December 31,						December 31, 2013
	2017		2016		2016		2015		2014
	2017		2016		2016		2015		2014
					(In millions)
Balance Sheets Data:
Cash and cash equivalents	$	99.3	$	28.2	$	133.9	$	186.0	$	61.9	$	7.4
Total assets	$	3,719.2	$	3,703.8	$	3,762.0	$	3,703.7	$	3,598.3	$	88.1
Total debt (current and long-term)	$	1,554.7	$	1,620.8	$	1,570.2	$	1,661.5	$	2,135.1	$	—

Selected Historical Combined Financial Data of Commerce Velocity and Property Insight

	January 1, 2013 through October 15, 2013			Year ended December 31, 2012

	(In millions)
Statements of Operations Data:
Revenues	$	58.2		$	73.5
Net (loss) earnings	$	(7.2	)	$	4.1
Balance Sheets Data:
Total assets	$	79.1		$	90.4

Selected Historical Consolidated Financial Data of LPS

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are derived from the audited Consolidated Financial Statements of LPS not included elsewhere in this prospectus.

				Year ended December 31,

	Day ended January 1, 2014			Year ended December 31,
	Day ended January 1, 2014			2013(1)		2012(1)
	(In millions, except per share data)
Statements of Operations Data:
Revenues	$	—		$	1,716.2	$	1,991.3
Net (loss) earnings from continuing operations	$	(39.0	)	$	104.2	$	79.6
Net (loss) earnings	$	(39.0	)	$	102.7	$	70.4
Net earnings per share—basic from continuing operations				$	1.22	$	0.94
Net earnings per share—basic				$	1.20	$	0.83
Weighted average shares—basic					85.4		84.6
Net earnings per share—diluted from continuing operations				$	1.21	$	0.94
Net earnings per share—diluted				$	1.19	$	0.83
Weighted average shares—diluted					85.9		84.9
Balance Sheets Data:
Cash and cash equivalents	$	278.4		$	329.6	$	236.2
Total assets	$	2,446.6		$	2,486.7	$	2,445.8
Total debt (current and long-term)	$	1,068.1		$	1,068.1	$	1,068.1
Cash dividends per share	$	—		$	0.40	$	0.40

(1): On June 30, 2014, we completed the sale of PCLender, the results of which have been included in discontinued operations.

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Selected Quarterly Financial Data of Black Knight and BKFS LLC (Unaudited)

Selected quarterly financial data is as follows:

	Quarter Ended

	March 31,			June 30,			September 30,			December 31,
	(In millions, except per share data)
2017
Revenues	$	258.1		$	262.2
Earnings from continuing operations before income taxes and noncontrolling interests	$	39.9		$	38.3
Net earnings	$	33.9		$	29.2
Net earnings attributable to Black Knight	$	12.2		$	8.2
Basic earnings per share attributable to Black Knight	$	0.18		$	0.12
Diluted earnings per share attributable to Black Knight	$	0.18		$	0.11
2016
Revenues	$	241.9		$	255.5		$	267.1		$	261.5
Earnings from continuing operations before income taxes and noncontrolling interests	$	39.3		$	39.9		$	38.7		$	40.9
Net earnings	$	33.1		$	33.2		$	32.4		$	34.3
Net earnings attributable to Black Knight	$	11.4		$	11.4		$	11.2		$	11.8
Basic earnings per share attributable to Black Knight	$	0.17		$	0.17		$	0.17		$	0.18
Diluted earnings per share attributable to Black Knight	$	0.17		$	0.17		$	0.16		$	0.17
2015
Revenues	$	227.2		$	232.1		$	233.6		$	237.8
Earnings from continuing operations before income taxes and noncontrolling interests	$	14.7		$	8.2		$	36.4		$	36.5
Net earnings	$	14.5		$	7.8		$	30.0		$	30.1
Net earnings attributable to Black Knight				$	0.3		$	9.9		$	9.8
Basic earnings per share attributable to Black Knight				$	0.01		$	0.15		$	0.15
Diluted earnings per share attributable to Black Knight				$	—		$	0.15		$	0.14
2014
Revenues	$	202.5		$	214.3		$	215.0		$	220.3
Net (loss) earnings from continuing operations	$	(89.7	)	$	(24.6	)	$	(0.2	)	$	8.2
Net (loss) earnings	$	(89.9	)	$	(24.4	)	$	(1.0	)	$	8.2

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following tables present selected unaudited pro forma combined financial information about our combined balance sheet and statement of earnings, after giving effect to the separation, the mergers and the THL Interest Exchange, as described below. The information under "Unaudited Pro Forma Combined Balance Sheet" in the table below gives effect to the separation, the mergers and the THL Interest Exchange as if all had been consummated on June 30, 2017. The information under "Unaudited Pro Forma Combined Statement of Earnings" in the table below gives effect to the separation, the mergers and the THL Interest Exchange as if all had been consummated on January 1, 2016, the beginning of the earliest time period presented. This unaudited pro forma combined financial information was prepared using the accounting for transactions between entities under common control under U.S. generally accepted accounting principles, or GAAP, which is subject to change and interpretation.

Subject to and in accordance with the reorganization agreement, FNF will engage in a series of corporate transactions, which we refer to as the separation, including the following:

•: Black Knight Holdings, Inc., which we refer to as BKHI, will contribute to New BKH (i) all of the shares of Class B common stock of Black Knight, which we refer to as Black Knight Class B common stock, indirectly owned by FNF and (ii) all of the BKFS LLC Units indirectly owned by FNF, in exchange for 100% of the shares of New BKH common stock, which we refer to as the contribution; following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI; and
•: Immediately prior to the consummation of the mergers, FNF will cause all of the shares of New BKH common stock held by FNF to be distributed pro rata to the holders of the FNF Group common stock by means of book-entry transfer through the exchange agent, which we refer to as the spin-off; provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock, pursuant to the merger agreement.

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately after the separation, Merger Sub One will merge with and into New BKH, which we refer to as the New BKH merger. In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be exchanged for one share of New Black Knight common stock.

Upon satisfaction or waiver of each of the conditions to the merger agreement and immediately following the New BKH merger, Merger Sub Two will merge with and into Black Knight, which we refer to as the BKFS merger, and together with the New BKH merger, which we refer to as the mergers. In the BKFS merger, each outstanding share of Class A common stock of Black Knight, which we refer to as Black Knight Class A common stock, (other than shares owned by Black Knight) will be exchanged for one share of New Black Knight common stock.

The THL Interest Exchange Agreement provides that immediately following the closing of the transactions contemplated by the merger agreement, the THL Interest Holders will contribute to New Black Knight all of the Black Knight Class B common stock and all of the BKFS LLC Units owned by the THL Interest Holders in exchange for a number of shares of New Black Knight common stock equal to the number of shares of Black Knight Class B common stock contributed.

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The historical consolidated financial information has been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) with respect to the statement of earnings, expected to have a continuing effect on the combined results. The unaudited pro forma combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma combined financial information and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. See the section entitled "Where You Can Find More Information." In addition, the unaudited pro forma combined financial information was based on and should be read in conjunction with the following, which are included elsewhere in this prospectus:

•: separate audited consolidated financial statements of Black Knight as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014, and the related notes included elsewhere in this prospectus; and
•: separate unaudited condensed consolidated financial statements of Black Knight as of June 30, 2017 and for the three and six month periods ended June 30, 2017 and 2016, and the related notes included elsewhere in this prospectus.

The unaudited pro forma combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what our financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project our future financial position or operating results. Also, the unaudited pro forma combined financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes.

The unaudited pro forma combined financial information may not reflect all cost savings, operating synergies or revenue enhancements that we may achieve as a result of the transactions or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The unaudited pro forma combined financial information also does not reflect future costs that may be incurred in the future as a result of these transactions or the costs to transition certain corporate functions from FNF to Black Knight.

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Unaudited Pro Forma Combined Balance Sheet
As of June 30, 2017
(In millions)

	Black Knight			Pro Forma Adjustments			Note Reference	Pro Forma New Black Knight

ASSETS
Current assets:
Cash and cash equivalents	$	99.3		$	—			$	99.3
Trade receivables, net		163.6			—				163.6
Prepaid expenses and other current assets		58.7			—				58.7
Receivables from related parties		11.0			(11.0	)	(h)		—

Total current assets		332.6			(11.0	)			321.6
Property and equipment, net		170.7			—				170.7
Computer software, net		432.7			—				432.7
Other intangible assets, net		265.3			—				265.3
Goodwill		2,306.8			—				2,306.8
Other non-current assets		211.1			—				211.1

Total assets	$	3,719.2		$	(11.0	)		$	3,708.2



LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities	$	45.8		$	—			$	45.8
Accrued compensation and benefits		39.1			—				39.1
Payables to related parties		—			14.4		(h)		14.4
Current portion of long-term debt		55.0			—				55.0
Deferred revenues		47.2			—				47.2

Total current liabilities		187.1			14.4				201.5
Deferred revenues		91.2			—				91.2
Deferred income taxes, net		12.4			292.8		(a)		305.2
Long-term debt, net of current portion		1,499.7			—				1,499.7
Other non-current liabilities		2.9			8.3		(i)		11.2

Total liabilities		1,793.3			315.5				2,108.8

Equity:
Class A common stock		—			—		(b)		—
Class B common stock		—			—		(b)		—
Preferred stock		—			—		(b)		—
Additional paid-in capital		816.5			646.2		(c)		1,462.7
Retained earnings		86.1			50.1		(c)		136.2
Accumulated other comprehensive earnings		0.1			0.4		(c)		0.5
Treasury stock, at cost		(46.6	)		46.6		(g)		—

Total shareholders' equity		856.1			743.3				1,599.4
Noncontrolling interests		1,069.8			(1,069.8	)	(c)		—

Total equity		1,925.9			(326.5	)			1,599.4

Total liabilities and equity	$	3,719.2		$	(11.0	)		$	3,708.2

See the accompanying notes to the unaudited pro forma combined financial information, which are an integral part of this information. The pro forma adjustments are explained in Note 2, Pro Forma Adjustments.

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Unaudited Pro Forma Combined Statement of Earnings
For the Six Months Ended June 30, 2017
(In millions, except per share amounts)

	Black Knight			Pro Forma Adjustments			Note Reference	Pro Forma New Black Knight

Revenues	$	520.3		$	—			$	520.3
Expenses:
Operating expenses		287.5			—				287.5
Depreciation and amortization		102.9			—				102.9
Transition and integration costs		4.5			—				4.5

Total expenses		394.9			—				394.9

Operating income		125.4			—				125.4

Other income and expense:
Interest expense		(30.7	)		—				(30.7	)
Other expense, net		(16.5	)		—				(16.5	)

Total other expense, net		(47.2	)		—				(47.2	)

Earnings before income taxes		78.2			—				78.2
Income tax expense		15.1			18.8		(d)		33.9

Net earnings		63.1			(18.8	)			44.3
Less: Net earnings attributable to noncontrolling interests		42.7			(42.7	)	(e)		—

Net earnings attributable to Black Knight	$	20.4		$	23.9			$	44.3



Net earnings per share attributable to Class A common shareholders:
Basic	$	0.30		$	(0.01	)	(f)	$	0.29



Diluted	$	0.29		$	—		(f)	$	0.29



Weighted average shares of Class A common stock outstanding:
Basic		67.7			84.8		(f)		152.5



Diluted		153.0			—		(f)		153.0

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Unaudited Pro Forma Combined Statement of Earnings
For the Year Ended December 31, 2016
(In millions, except per share amounts)

	Black Knight			Pro Forma Adjustments			Note Reference	Pro Forma New Black Knight

Revenues	$	1,026.0		$	—			$	1,026.0
Expenses:
Operating expenses		582.6			—				582.6
Depreciation and amortization		208.3			—				208.3
Transition and integration costs		2.3			—				2.3

Total expenses		793.2			—				793.2

Operating income		232.8			—				232.8

Other income and expense:
Interest expense		(67.6	)		—				(67.6	)
Other expense, net		(6.4	)		—				(6.4	)

Total other expense, net		(74.0	)		—				(74.0	)

Earnings before income taxes		158.8			—				158.8
Income tax expense		25.8			30.1		(d)		55.9

Net earnings		133.0			(30.1	)			102.9
Less: Net earnings attributable to noncontrolling interests		87.2			(87.2	)	(e)		—

Net earnings attributable to Black Knight	$	45.8		$	57.1			$	102.9



Net earnings per share attributable to Class A common shareholders:
Basic	$	0.69		$	(0.01	)	(f)	$	0.68



Diluted	$	0.67		$	—		(f)	$	0.67



Weighted average shares of Class A common stock outstanding:
Basic		65.9			84.8		(f)		150.7



Diluted		67.9			84.8		(f)		152.7

Notes to the Unaudited Pro Forma Combined Financial Information

(1): Basis of Presentation

The unaudited pro forma combined financial information was prepared on the basis of accounting for transactions between entities under common control and is based on the historical consolidated financial statements of Black Knight and deferred tax liabilities of BKHI that are being merged into New Black Knight. In accordance with GAAP requirements for transactions between entities under common control, the values of the assets and liabilities that are being merged into New Black Knight are based on their historical book values as of June 30, 2017.

After completion of the separation, the mergers and the THL Interest Exchange, BKFS LLC will become an indirect wholly-owned subsidiary of New Black Knight. New Black Knight will continue to conduct its business through BKFS LLC and its subsidiaries.

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(2): Pro Forma Adjustments

This note should be read in conjunction with other notes in the unaudited pro forma combined financial statements. Adjustments included in the column under the heading "Pro Forma Adjustments" represent the following:

(a): To record the net deferred tax liability resulting from New Black Knight's ownership of BKFS LLC and its subsidiaries after the transactions are completed. The net deferred tax liability primarily relates to the purchase accounting fair value adjustments recorded for computer software, intangibles and goodwill as a result of the FNF acquisition of LPS.
(b): Immediately following the transactions, our authorized capital stock will consist of 550,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. New Black Knight will not have any shares of Class B common stock.
(c): To record adjustments to Additional paid-in capital, Retained earnings, Accumulated other comprehensive loss and Noncontrolling interests to reflect the new ownership structure after the separation, the mergers and the THL Interest Exchange are completed. The most significant change is the elimination of noncontrolling interests as New Black Knight will only have one class of common stock outstanding. The pro forma adjustments to the June 30, 2017 balances are as follows (in millions):


Additional paid-in-capital:
Reclassify Noncontrolling interests to Additional paid-in-capital	$	1,069.8
Less the effect of the adjustment to record the effect of net earnings and tax distributions previously attributed to Noncontrolling interests		(83.8	)
Less the effect of the adjustment to record the effect of unrealized gains/losses on interest rate swaps and foreign currency translation adjustments previously attributed to Noncontrolling interests		(0.4	)
Reduce Additional paid-in-capital for the net deferred tax liability resulting from New Black Knight's ownership of BKFS LLC and its subsidiaries after the transactions are completed		(292.8	)
Reduce Additional paid-in-capital for the cancelation of shares of Black Knight Class A common stock owned by Black Knight immediately prior to the BKFS merger		(46.6	)

Total adjustments to Additional paid-in-capital	$	646.2



Retained earnings:
Adjustment to record the effect of net earnings and tax distributions previously attributed to Noncontrolling interests	$	83.8
Adjustment to record a related party payable resulting from the timing of income tax payments and our expected tax structure after the separation, the mergers and the THL Interest Exchange		(25.4	)
Adjustment to record a reserve related to an uncertain tax position within BKHI that will remain following the separation, the mergers and the THL Interest Exchange		(8.3	)

	$	50.1



Accumulated other comprehensive loss:
Adjustment to record the effect of unrealized gains/losses on interest rate swaps and foreign currency translation adjustments previously attributed to Noncontrolling interests	$	0.4



Noncontrolling interests:
Reclassify Noncontrolling interests to Additional paid-in-capital	$	(1,069.8	)

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(d): To record income tax expense of $18.8 million for the six months ended June 30, 2017 and $30.1 million for the year ended December 31, 2016 in order to reflect our expected tax structure after the separation, the mergers and the THL Interest Exchange. For the purposes of the unaudited pro forma combined financial information, we have estimated a tax rate of 43.4% for the six months ended June 30, 2017 and 35.2% for the year ended December 31, 2016.
(e): To record adjustments to Net earnings attributable to noncontrolling interests to reflect the new ownership structure after the separation, the mergers and the THL Interest Exchange are completed as New Black Knight will only have one class of common stock outstanding.
(f): The unaudited pro forma combined basic and diluted earnings per share for the periods presented are based on the combined basic and diluted weighted-average shares outstanding to be issued by New Black Knight.
(g): To record the cancelation of shares of Black Knight Class A common stock owned by Black Knight immediately prior to the BKFS merger.
(h): To record a related party payable resulting from the timing of income tax payments and our expected tax structure after the separation, the mergers and THL interest Exchange.
(i): To record a reserve related to an uncertain tax position within BKHI that will remain following the separation, the mergers and the THL Interest Exchange.

For purposes of the pro forma calculation, we have assumed that all shares of Black Knight's Class B common stock are converted to shares of New Black Knight's Class A common stock.

UNAUDITED COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The following table presents unaudited comparative historical per share data for Black Knight and pro forma per share data for New Black Knight, after giving effect to the separation, the mergers and the THL Interest Exchange. The pro forma per share data of New Black Knight in the table below gives effect to the transactions as if all had been consummated on January 1, 2016, the beginning of the earliest time period presented, for purposes of presenting basic and diluted earnings per share and cash dividends declared per share for the six months ended June 30, 2017 and for the year ended December 31, 2016; and we have assumed the separation, the mergers and the THL Interest Exchange were completed on June 30, 2017 and December 31, 2016 for purposes of presenting the book value per share as of June 30, 2017 and December 31, 2016. This unaudited pro forma combined financial information was prepared using the accounting for transactions between entities under common control under GAAP, which is subject to change and interpretation.

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For the Six Months Ended June 30, 2017
(In millions, except per share amounts)

	Historical		Pro Forma(1)

Basic:
Net earnings attributable to Black Knight	$	20.4	$	44.3
Shares used for basic net earnings per share:
Weighted average shares of Class A common stock outstanding		67.7		152.5

Basic net earnings per share	$	0.30	$	0.29



Diluted:
Earnings before income taxes	$	78.2	$	78.2
Income tax expense excluding the effect of noncontrolling interests		33.9		33.9

Net earnings / Net earnings attributable to Black Knight	$	44.3	$	44.3
Shares used for diluted net earnings per share:
Weighted average shares of Class A common stock outstanding		67.7		152.5
Weighted average shares of Class B common stock outstanding		84.8		—
Dilutive effect of unvested restricted shares of Class A common stock		0.5		0.5

Weighted average shares of common stock, diluted		153.0		153.0

Diluted net earnings per share	$	0.29	$	0.29



Dividends declared per diluted share of Class A common stock	$	—	$	—



Book value per diluted share of common stock	$	12.55	$	10.42

(1): The unaudited pro forma basic and diluted net earnings per share data for New Black Knight assumes that all shares of Black Knight's Class B common stock are converted to shares of New Black Knight's common stock after giving effect to the separation, the mergers and the THL Interest Exchange. The unaudited pro forma diluted net earnings per share data includes the effect of unvested restricted shares.

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For the Year Ended December 31, 2016
(In millions, except per share amounts)

	Historical		Pro Forma(1)

Basic:
Net earnings attributable to Black Knight	$	45.8	$	102.9
Shares used for basic net earnings per share:
Weighted average shares of Class A common stock outstanding		65.9		150.7

Basic net earnings per share	$	0.69	$	0.68



Diluted:
Net earnings attributable to Black Knight	$	45.8	$	102.9
Shares used for diluted net earnings per share:
Weighted average shares of Class A common stock outstanding		65.9		150.7
Dilutive effect of unvested restricted shares of Class A common stock		2.0		2.0

Weighted average shares of Class A common stock, diluted		67.9		152.7

Diluted net earnings per share	$	0.67	$	0.67



Dividends declared per diluted share of Class A common stock	$	—	$	—



Book value per diluted share of common stock	$	12.60	$	10.66

The unaudited pro forma basic and diluted net earnings per share data for New Black Knight assumes that all shares of Black Knight's Class B common stock are converted to shares of New Black Knight's common stock after giving effect to the separation, the mergers and the THL Interest Exchange. The unaudited pro forma diluted net earnings per share data includes the effect of unvested restricted shares.

PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The following information on per share market price and dividend information is for Black Knight.

Prior to May 20, 2015, there was no active public market for Black Knight's common stock. On May 20, 2015, Black Knight became a listed company on NYSE and has traded under the ticker symbol "BKFS".

The following table sets forth, for the periods indicated, the high and low closing prices per share of our Class A common stock as reported on NYSE from May 20, 2015 to the date indicated. Black Knight has not paid any dividends.

	High		Low

Year ended December 31, 2017
First quarter	$	40.00	$	34.45
Second quarter	$	41.90	$	38.10
Year ended December 31, 2016
First quarter	$	31.66	$	26.00
Second quarter		37.60		28.89
Third quarter		41.04		37.00
Fourth quarter		40.38		35.75
Year Ended December 31, 2015
Second quarter (since May 20, 2015)	$	30.87	$	27.11
Third quarter		35.35		28.54
Fourth quarter		36.25		32.07

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by the forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors," Selected Historical Financial Data," "—Liquidity and Capital Resources" and the financial statements and the related notes thereto included elsewhere in this prospectus. For purposes of this section, references to "Company," "we," "our," or "us" refers to Black Knight.

Overview

We are a holding company that conducts business through our interest in BKFS LLC. Through its subsidiaries, BKFS LLC is a leading provider of integrated technology, workflow automation, data and analytics to the mortgage and real estate industries. Our solutions facilitate and automate many of the mission-critical business processes across the entire mortgage loan life cycle, from origination until asset disposition. We believe we differentiate ourselves by the breadth and depth of our comprehensive, integrated solutions and the insight we provide to our clients.

We have market-leading positions in mortgage processing and technology solutions combined with comprehensive real estate data and extensive analytic capabilities. Our solutions are utilized by U.S. mortgage originators and mortgage servicers, as well as other financial institutions, investors and real estate professionals, to support mortgage lending and servicing operations, analyze portfolios and properties, operate more efficiently, meet regulatory compliance requirements and mitigate risk.

The U.S. mortgage market is undergoing significant change, and mortgage market participants have been subjected to more stringent oversight in recent years. Regulators have increasingly focused on better disclosure, improved risk mitigation and enhanced oversight. Mortgage lenders large and small have experienced higher costs in order to comply with this higher level of regulation. Despite these new regulatory requirements, the mortgage industry remains a competitive marketplace with numerous large lenders and smaller institutions competing for new loan originations. In order to comply with the increased regulatory requirements and compete more effectively, mortgage market participants have continued to outsource mission-critical functions to third party technology providers that can offer comprehensive and integrated solutions, which are also cost-effective, due to their deep domain expertise and economies of scale.

We believe our comprehensive end-to-end, integrated solutions differentiate us from other technology providers serving the mortgage industry and position us particularly well for evolving opportunities in this market. We have served the mortgage and real estate industries for over 50 years and utilize this experience to design and develop solutions that fit our clients' ever-evolving needs. Our proprietary technology platforms and data and analytics capabilities reduce manual processes, improve compliance and quality, mitigate risk and deliver significant cost savings to our clients. Our scale allows us to continually and cost-effectively invest in our business in order to meet evolving industry requirements and maintain our position as an industry-standard platform for mortgage market participants.

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The table below summarizes active first and second lien mortgages on our mortgage servicing platform (in millions) and the related market data (in millions), reflecting our leadership in the mortgage servicing technology market:

	First lien mortgages as of June 30,						Second lien mortgages as of June 30,

	2017			2016			2017			2016
Active loans		31.4			31.3			2.0			1.1
Market size		50.8	(1)		50.7	(1)		15.4	(2)		15.8	(2)
Market share		62	%		62	%		13	%		7	%

(1): According to the May Black Knight Mortgage Monitor Report as of May 31, 2017 and 2016 for U.S. first lien mortgages.
(2): According to the May 2017 Equifax National Consumer Credit Trends Report as of March 31, 2017 and June 30, 2016 for U.S. second lien mortgages.

Our business is organized into two segments:

Technology—offers software and hosting solutions that support loan servicing, loan origination and settlement services.

Data and Analytics—offers data and analytics solutions to the mortgage, real estate and capital markets industries. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions.

We offer our solutions to a wide range of clients across the mortgage and real estate industries. The quality and breadth of our solutions contributes to the long-standing nature of our relationships with our clients, the majority of whom enter into long-term contracts across multiple products that are embedded in their mission critical workflow and decision processes. Given the contractual nature of our revenues and stickiness of our client relationships, our revenues are highly visible and recurring in nature. Due to our integrated suite of solutions and our scale in the mortgage market, we are able to drive significant operating leverage, which we believe enables our clients to operate more efficiently while allowing us to generate strong margins and cash flow.

The following table sets forth the revenues from continuing operations for our reporting segments and corporate organization (in millions):

	Six months ended June 30,						Year ended December 31,

	2017			2016			2016			2015			2014
Technology	$	441.1		$	415.6		$	855.8		$	765.8		$	708.2
Data and Analytics		81.8			86.1			177.5			174.3			156.6
Corporate and Other(1)		(2.6	)		(4.3	)		(7.3	)		(9.4	)		(12.7	)

Total	$	520.3		$	497.4		$	1,026.0		$	930.7		$	852.1

(1): Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.

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Our History

We are a majority-owned subsidiary of FNF. Our business generally represents a reorganization of the former Technology, Data and Analytics segment of Lender Processing Services, Inc., which we refer to as LPS, a former provider of integrated technology, data and services to the mortgage lending industry in the U.S. that FNF acquired in January 2014. Our business also includes the businesses of Fidelity National Commerce Velocity, LLC, which we refer to as Commerce Velocity and Property Insight, LLC, which we refer to as Property Insight, two companies that were contributed to us by FNF. ServiceLink, another majority-owned subsidiary of FNF, operates the Transaction Services businesses of the former LPS as well as FNF's legacy ServiceLink businesses.

Acquisition of LPS by FNF and Subsequent Reorganization

On January 2, 2014, FNF acquired LPS, which we refer to as the LPS Acquisition, and as a result, LPS became an indirect, wholly-owned subsidiary of FNF. Upon the closing of the LPS Acquisition, the shares of LPS common stock, which previously traded under the ticker symbol "LPS" on the NYSE, ceased trading on, and were delisted from, the NYSE.

Following the LPS Acquisition, on January 3, 2014, a series of transactions were effected, which we refer to as the Internal Reorganization, pursuant to which (i) LPS was converted into a limited liability company and renamed BKIS, a Delaware limited liability company; (ii) the former Transaction Services businesses of LPS were transferred by BKIS to BKHI, a Delaware corporation and wholly-owned subsidiary of FNF, and contributed by BKHI to another of its then wholly-owned subsidiaries, ServiceLink, a Delaware limited liability company; (iii) BKFS LLC acquired all of the membership interests of BKIS; and (iv) all of the outstanding membership interests of Commerce Velocity were contributed by BKHI to BKFS LLC.

As a result of the Internal Reorganization, BKFS LLC owns substantially all of the former Technology, Data and Analytics segment of LPS and Commerce Velocity. BKFS LLC did not acquire the former Transaction Services segment of LPS.

Following the Internal Reorganization, BKFS LLC issued, in the aggregate, 35.0% of the Units, to (i) certain affiliates of THL, which we refer to as the THL Affiliates, and (ii) THL Black Knight I Holding Corp. and THL Investors Black Knight I Holding Corp., together, which we refer to as the THL Intermediaries, each of which is a Delaware corporation and an affiliate of THL, formed for the purpose of holding investments in BKFS LLC.

Following the Internal Reorganization and the subsequent issuance of Units to THL, BKFS LLC was majority-owned by FNF through its wholly-owned subsidiary, BKHI, and certain affiliates of FNF and BKHI, and minority owned by THL through the THL Affiliates and THL Intermediaries.

Contribution of Property Insight

On June 2, 2014, as part of an additional internal reorganization, two wholly-owned subsidiaries of FNF contributed to BKFS LLC their respective interests in Property Insight, which provides property information used by title insurance underwriters, title agents and closing attorneys to underwrite title insurance policies for real property sales and transfers. As a result, BKFS LLC is the sole member of Property Insight. In connection with the Property Insight contribution, BKFS LLC issued an additional 6.4 million Units to certain affiliates of BKHI. As a result of this issuance, THL Affiliates' and THL Intermediaries' combined percentage ownership in BKFS LLC was reduced from 35.0% to 32.9%, and FNF's percentage of beneficial ownership of BKFS LLC increased from 65.0% to 67.1%.

Effective January 1, 2017, Property Insight realigned its commercial relationship with FNF. See further discussion under "—Realignment of Property Insight" below.

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Initial Public Offering

On May 26, 2015, we completed our initial public offering, which we refer to as IPO, in which we issued and sold 20,700,000 shares of our Class A common stock at a price of $24.50 per share. In connection with our IPO, we effected several reorganization transactions, which we refer to as the Offering Reorganization. See Note 1 to the Notes to Consolidated Financial Statements on Black Knight's Annual Report on page F-10 for a more detailed discussion of the IPO.

2016 Acquisitions

On May 16, 2016, Black Knight completed its acquisition of eLynx Holdings, Inc., which we refer to as eLynx, a leading lending document and data delivery platform. eLynx helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. Black Knight purchased eLynx to augment its origination technologies. This acquisition positions Black Knight to electronically support the full mortgage origination process.

On June 22, 2016, Black Knight completed its acquisition of Motivity Solutions, Inc., which we refer to as Motivity, which provides customized mortgage business intelligence software solutions. Motivity will be integrated with Black Knight's LoanSphere product suite, including the LoanSphere Data Hub, to provide clients with deeper insights into their origination and servicing operations and portfolios.

Planned Distribution of FNF's Ownership Interest

On December 7, 2016, we announced that FNF's Board of Directors approved a tax-free plan, which we refer to as the Distribution Plan, whereby FNF intends to distribute all 83.3 million shares of Black Knight common stock that it currently owns to FNF Group shareholders. We expect the Distribution Plan to be effectuated through four newly-formed corporations, New BKH, New Black Knight, Merger Sub One and Merger Sub Two as follows:

•: BKHI will contribute all of its 83.3 million shares of Black Knight Class B common stock and all of its Units to New BKH in exchange for 100% of the shares of New BKH common stock;
•: Following which BKHI will convert into a limited liability company and will then distribute to FNF all of the shares of New BKH common stock held by BKHI;
•: Immediately thereafter, FNF will distribute the shares of New BKH common stock to its shareholders, which we refer to as the spin-off, provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock;
•: Immediately following the spin-off, Merger Sub One will merge with and into New BKH, which we refer to as the New BKH merger;
•: In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be exchanged for one share of New Black Knight common stock;
•: Immediately following the New BKH merger, Merger Sub Two will merge with and into Black Knight, which we refer to as the BKFS merger;
•: In the BKFS merger, each outstanding share of Black Knight Class A common stock (other than shares owned by Black Knight and New BKH) will be exchanged for one share of New Black Knight common stock; and

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•: New Black Knight will be the public company following the completion of the distribution and mergers.

The Distribution Plan is subject to the filing and acceptance of registration statements for the Black Knight spin-off with the SEC; Black Knight shareholder approval; and other customary closing conditions.

Significant progress was made on the planned distribution of FNF's ownership interest in Black Knight during the second quarter, with several milestones achieved. FNF announced the receipt of the private letter ruling from the Internal Revenue Service approving certain aspects relating to the tax-free spin-off of the Black Knight shares on May 10, 2017, formal agreements with FNF were signed on June 8, 2017, preliminary Registration Statements on Forms S-4 and S-1 were filed with the SEC on June 13, 2017 and June 21, 2017, respectively, comments from the SEC were received on July 10, 2017 and Amendment No. 1 to Forms S-1 and S-4 were filed with the SEC on July 18, 2017. Once the SEC declares the Registration Statements on Forms S-1 and S-4 effective, the proxy statement/prospectus will be mailed to shareholders and the shareholder vote will be held at the earliest twenty business days after the mailing. The closing of the Distribution Plan is still expected by the end of the third quarter of 2017.

Realignment of Property Insight

Effective January 1, 2017, Property Insight, a Black Knight subsidiary that provides information used by title insurance underwriters, title agents and closing attorneys to source and underwrite title insurance for real property sales and transfer, realigned its commercial relationship with FNF. In connection with the realignment, Property Insight employees responsible for title plant posting and maintenance were transferred to FNF. Under the new commercial arrangement, Black Knight continues to own the title plant technology and retain sales responsibility for third parties, other than FNF. As a result of the realignment, Black Knight no longer recognizes revenues or expense related to title plant posting and maintenance, but charges FNF a license fee for use of the technology to access and maintain the title plant data. Had the realignment taken place on January 1, 2016, Black Knight revenues and expenses for 2016 would have been lower by approximately $30 million with essentially no effect to operating income. This transaction did not result in any gain or loss.

Share Repurchase Program

On January 31, 2017, our Board of Directors authorized a three-year share repurchase program, effective February 3, 2017, under which the Company may repurchase up to 10 million shares of its Class A common stock. The timing and volume of share repurchases will be determined by our management based on ongoing assessments of the capital needs of the business, the market price of Black Knight common stock and general market conditions. The repurchase program authorizes us to purchase Black Knight common stock from time to time through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. During the three months ended June 30, 2017, we repurchased approximately 1.2 million shares of our Class A common stock for $46.6 million, or an average of $39.18 per share. At the end of the second quarter, we had approximately 8.8 million shares remaining under our share repurchase program. We anticipate that the New Black Knight board of directors will authorize a share repurchase program authorizing the repurchase of shares of New Black Knight's common stock, which program is anticipated to be consistent with the current Black Knight share repurchase program.

Term B Loan Repricing

On February 27, 2017, Black Knight InfoServ, LLC, which we refer to as BKIS, entered into a First Amendment to Credit and Guaranty Agreement, which we refer to as the Credit Agreement First

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Amendment or the Term B Loan Repricing, with JPMorgan Chase Bank, N.A. as administrative agent. Pursuant to the Credit Agreement First Amendment, the Term B Loan, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70, bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. The Term B Loan matures on May 27, 2022. In addition, the Credit Agreement First Amendment permits the Distribution Plan.

Debt Refinancing and Senior Notes Redemption

On April 26, 2017, BKIS entered into a Second Amendment to Credit and Guaranty Agreement, which we refer to as the Credit Agreement Second Amendment, with the JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The Credit Agreement Second Amendment increases (i) the aggregate principal amount of the Term A Loan, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70, by $300.0 million to $1,030.0 million and (ii) the aggregate principal amount of commitments under the Revolving Credit Facility, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70, by $100.0 million to $500.0 million. The Credit Agreement Second Amendment also reduces the pricing applicable to the loans under the Term A Loan and Revolving Credit Facility by 25 basis points and reduces the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis, which we refer to as the Consolidated Leverage Ratio, and (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the terms of the Credit Agreement Second Amendment, the Term A Loan and the Revolving Credit Facility mature on February 25, 2022.

On April 26, 2017, we redeemed the outstanding Senior Notes, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70, at a price of 104.825%, which we refer to as the Redemption, and paid $0.7 million in accrued interest.

THL Secondary Offering

On May 8, 2017, Black Knight announced the pricing of an underwritten secondary offering of 5,000,000 shares of its Class A common stock, which we refer to as the Offering, by affiliates of THL pursuant to a shelf registration statement on Form S-3 filed with the SEC on May 8, 2017. Affiliates of THL in the Offering granted the underwriter an option to purchase up to 750,000 additional shares, which we refer to as the Overallotment Option. The Offering closed on May 12, 2017, and the full exercise of the Overallotment Option closed on May 18, 2017. The Company did not sell any shares and did not receive any proceeds related to the Offering or Overallotment Option. See Note 1 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-60 for the change in ownership percentages related to these transactions.

Our Corporate Structure

Black Knight conducts its business through BKFS LLC and its subsidiaries. We have a sole managing member interest in BKFS LLC, which grants us the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of its Second Amended and Restated Limited Liability Company Agreement, which we refer to as the LLC

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Agreement. Under the terms of the LLC Agreement, we are authorized to manage the business of BKFS LLC, including enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. We consolidate BKFS LLC in our consolidated financial statements and report noncontrolling interests related to the Units in BKFS LLC held by BKHI and certain THL Affiliates. Shareholders of Black Knight indirectly control BKFS LLC through our managing member interest.

FNF, through BKHI, and certain THL Affiliates hold Units and a number of shares of our Class B common stock equal to the number of Units held by each such owner. These owners have the right to exchange their Units, together with the corresponding shares of our Class B common stock, which will be canceled in connection with an exchange, for cash from BKFS LLC or, at our option, shares of our Class A common stock pursuant to the terms of the LLC Agreement.

Our corporate structure prior to the transactions contemplated herein, as described above, is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering. Our Up-C structure allows the owners of BKFS LLC to realize tax benefits associated with ownership interests in an entity that is treated as a partnership, or "passthrough" entity, for income tax purposes. These benefits include limiting entity level corporate taxes. Because Units are exchangeable for cash from BKFS LLC or, at our option, shares of our Class A common stock, the Up-C structure also provides the owners of BKFS LLC potential liquidity that holders of privately held limited liability companies are not typically afforded. The owners of BKFS LLC also have voting rights in Black Knight equal to those of holders of our Class A common stock through their ownership of shares of our Class B common stock. Black Knight also holds Units and receives the same benefits as the other holders of Units on account of its ownership in an entity treated as a partnership, or passthrough entity, for income tax purposes. Meanwhile, holders of our Class A common stock have economic and voting rights similar to those of holders of common stock of non-Up-C structured public companies. Following the consummation of the transactions contemplated herein, the Up-C structure will be removed.

Generally, we receive a pro-rata share of any distributions made by BKFS LLC to its members, which include us, BKHI and certain THL Affiliates. However, pursuant to the LLC Agreement, BKFS LLC is required to make tax distributions to help each of the holders of the Units pay taxes according to such holder's allocable share of taxable income rather than on a pro-rata basis. Additionally, tax distributions are required to be made based upon an assumed tax rate, and, under certain circumstances, BKFS LLC may make tax distributions that, in the aggregate, exceed the amount of taxes that BKFS LLC would have paid if it were a similarly situated corporate taxpayer. Funds used by BKFS LLC to satisfy its tax distribution obligations are not available for reinvestment in our business. See "Risk Factors—Risks Related to Our Structure".

Black Knight is a holding company and its sole asset is its interest in BKFS LLC. Black Knight, through our sole managing member interest, has 100% of the voting power in BKFS LLC and, through our ownership of Units, we had 44.5% of the economic interests in BKFS LLC immediately following the IPO. Investors in Black Knight hold an indirect interest in BKFS LLC through us.

Basis of Presentation

As a result of the Internal Reorganization, IPO and Offering Reorganization, and for the purposes of this "Management's Discussion and Analysis of Financial Condition and Results of Operations," our financial position, results of operations and cash flows include:

•: the consolidated financial position, results of operations and cash flows of Black Knight for all periods following the completion of our IPO on May 26, 2015; and

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•: the consolidated financial position, results of operations and cash flows of BKFS LLC, including the results of operations and cash flows of the businesses of Commerce Velocity and Property Insight for the time period beginning on January 1, 2014 through May 25, 2015, the day prior to the completion of our IPO.

Business Trends and Conditions

General

The U.S. mortgage market is large, and the loan life cycle is complex and consists of several stages. The mortgage loan life cycle includes origination, servicing and default. Mortgages are originated to finance home purchases or refinance existing mortgages. Once a mortgage is originated, it is serviced on a periodic basis by mortgage servicers, which may not be the lenders that originated the mortgage. Furthermore, if a mortgage experiences default, it triggers a set of multifaceted processes with an assortment of potential outcomes depending on a mix of variables.

Underlying the three major components of the mortgage loan life cycle are the technology, data and analytics support behind each process, which has become increasingly critical to industry participants due to the complexity of regulatory requirements. As the industry has grown in complexity, participants have responded by outsourcing to large scale specialty providers, automating manual processes and seeking end-to-end solutions that support the processes required to manage the entire mortgage loan life cycle.

The U.S. mortgage market has seen significant change over the past few years and is expected to continue to evolve going forward. Key regulatory actions arising from the recent financial crisis, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which we refer to as Dodd-Frank Act, and the establishment of the Consumer Financial Protection Bureau , which we refer to as CFPB, impose new and evolving standards for market participants. These regulatory changes have spurred lenders and servicers to seek technology solutions that facilitate the meeting of compliance obligations in the face of a changing regulatory environment while remaining efficient and profitable.

•: Evolving regulation. Most U.S. mortgage market participants have become subject to increased regulatory oversight and regulatory requirements as federal and state governments have enacted various new laws, rules and regulations. One example of such legislation is the Dodd-Frank Act, which contained broad changes for many sectors of the financial services and lending industries and established the CFPB, the federal regulatory agency responsible for regulating consumer financial protection within the United States. It is our experience that mortgage lenders have become more focused on minimizing the risk of non-compliance with these evolving regulations and are looking toward technologies and solutions that help them comply with the increased regulatory oversight and requirements.
•: Lenders increasingly focused on core operations. As a result of greater regulatory scrutiny and the higher cost of doing business, we believe lenders have become more focused on their core operations and customers. We believe that lenders are increasingly shifting from in-house technologies to solutions with third-party providers who can provide better technology and services more efficiently. Lenders require these vendors to provide best-in-class technology and deep domain expertise and to assist them in maintaining regulatory compliance.
•: Growing role of technology in the U.S. mortgage industry. Banks and other lenders and servicers have become increasingly focused on technology automation and workflow management to operate more efficiently and meet their regulatory guidelines. We believe that vendors must be able to support the complexity of the market, display extensive industry knowledge and possess the financial resources to make the necessary investments in technology to support lenders.

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•: Increased demand for enhanced transparency and analytic insight. As U.S. mortgage market participants work to minimize the risk in lending, servicing and capital markets, they rely on the integration of data and analytics with technologies that enhance the decision making process. These industry participants rely on large comprehensive third party databases coupled with enhanced analytics to achieve these goals.

Mortgage Originations

Our various businesses are affected differently by the level of mortgage originations, including refinancing transactions. MSP is minimally affected by varying levels of mortgage originations because it earns revenues based on the total number of mortgage loans it processes, which tend to stay more constant than the market for originations. Our origination technology and some of our data businesses may be affected by the volume of real estate transactions and mortgage originations, but many of our client contracts for origination technology contain minimum charges.

Economic Conditions

Our various businesses may also be affected by general economic conditions. For example, in the event that a difficult economy or other factors lead to a significant decline in levels of home ownership and a significant reduction in the number of mortgage loans outstanding and we are not able to counter the effect of those events with increased market share or higher fees, it could have a material adverse effect on our mortgage processing revenues. In contrast, we believe that a weaker economy tends to increase the volume of consumer mortgage defaults, which can increase the revenues in our specialty servicing technology business that is used to service residential mortgage loans in default. Also, interest rates tend to decline in a weaker economy driving higher than normal refinance transactions that provide potential volume increases to our origination technology offerings, most specifically the Exchange platform.

Regulatory Requirements

In recent years, there has been an increased legislative and regulatory focus on consumer protection practices. As a result, federal and state governments have enacted various new laws, rules and regulations. One example of such legislation is the Dodd-Frank Act, which was signed into law in July 2010. The Dodd-Frank Act contains broad changes for many sectors of the financial services and lending industries and established the CFPB, a new federal regulatory agency responsible for regulating consumer financial protection within the U.S. This has led banks and other lenders to seek technology solutions that assist them in satisfying their regulatory compliance obligations in the face of a changing regulatory environment. We have developed solutions that target this need, which has resulted in additional revenues.

The CFPB has issued guidance that applies to "supervised service providers," which the CFPB has defined to include service providers, like us, to CFPB-supervised banks and non-banks. In addition, the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act that imposes a number of additional requirements on lenders and servicers of residential mortgage loans. It is difficult to predict the form that new rules or regulations implemented by the CFPB or other regulations implemented under other requirements of the Dodd-Frank Act may take, what additional legislative or regulatory changes may be approved in the future, or whether those changes may require us to change our business practices or incur increased costs of compliance.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based upon audited consolidated financial statements, which have been prepared in accordance with U.S. generally

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accepted accounting principles, which we refer to as GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. On an ongoing basis, we evaluate our estimates including those related to revenue recognition, goodwill and other intangible assets and computer software. These judgments are based on our historical experience, terms of our existing contracts, our evaluation of trends in the industry, information provided by our clients and information available from outside sources as appropriate. Our actual results may differ from those estimates. See Note 3 to the Notes to Consolidated Financial Statements on page F-16 for additional description of the significant accounting policies that have been followed in preparing our Consolidated Financial Statements.

The accounting policies described below are the ones that we consider to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment.

Revenue Recognition

We recognize revenues in accordance with Financial Accounting Standards Board, Accounting Standards Codification, which we refer to as ASC, Topic 605, Revenue Recognition. Recording revenues requires judgment, including determining whether an arrangement includes multiple elements, whether any of the elements are essential to the functionality of any other elements and the allocation of the consideration based on each element's relative selling price. Clients receive certain contract elements over time and changes to the elements in an arrangement or, in our determination, to the relative selling price for these elements, could materially affect the amount of earned and unearned revenues reflected in our financial statements.

The primary judgments relating to our revenue recognition include determining whether (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller's price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Judgment is also required to determine whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting.

If the deliverables under a contract are software related, we determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. This determination, as well as management's ability to establish vendor specific objective evidence, which we refer to as VSOE, of the fair value for the individual deliverables can affect both the amount and the timing of revenue recognition under these agreements. The inability to establish VSOE of the fair value for each contract deliverable results in having to record deferred revenues and/or applying the residual method. For arrangements where we determine VSOE of the fair value for software maintenance using a stated renewal rate within the contract, we use judgment to determine whether the renewal rate represents fair value for that element as if it had been sold on a stand-alone basis. For a small percentage of revenues, we use contract accounting when the arrangement with the client includes significant customization, modification or production of software. For elements accounted for under contract accounting, revenues are recognized using the percentage-of-completion method since reasonably dependable estimates of revenues and contract hours applicable to various elements of a contract can be made.

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We are often party to multiple concurrent contracts with the same client. These situations require judgment to determine whether the individual contracts should be aggregated or evaluated separately for purposes of revenue recognition. In making this determination we consider the timing of negotiating and executing the contracts, whether the different elements of the contracts are interdependent and whether any of the payment terms of the contracts are interrelated.

Due to the large number, broad nature and average size of individual contracts we are a party to, the effect of judgments and assumptions we apply in recognizing revenues for any single contract is not likely to have a material effect on our consolidated operations. However, the broader accounting policy assumptions that we apply across similar arrangements or classes of clients could significantly influence the timing and amount of revenues recognized in our results of operations.

Goodwill and Other Intangible Assets

We have significant intangible assets that were acquired through business acquisitions. These assets consist of purchased client relationships, contracts, intellectual property and the excess of purchase price over the fair value of identifiable net assets acquired (goodwill).

As of June 30, 2017, goodwill was $2,306.8 million. Goodwill is not amortized, but is tested for impairment annually or more frequently if circumstances indicate potential impairment. In evaluating the recoverability of goodwill, we perform a qualitative analysis to determine whether it is more likely than not that our fair value exceeds our carrying value. Based on the results of this analysis, an annual goodwill impairment test may be completed based on an analysis of the discounted future cash flows generated by the underlying assets. The process of determining whether or not an asset, such as goodwill, is impaired or recoverable relies on projections of future cash flows, operating results and market conditions. Such projections are inherently uncertain and, accordingly, actual future cash flows may differ materially from projected cash flows. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment test on our reporting units based on an analysis of the discounted future net cash flows generated by the reporting units' underlying assets. Such analyses are particularly sensitive to changes in estimates of future net cash flows and discount rates. Changes to these estimates might result in material changes in the fair value of the reporting units and determination of the recoverability of goodwill that may result in charges against earnings and a reduction in the carrying value of our goodwill. We have completed our annual goodwill impairment analysis in each of the past three years and as a result, no impairment charges were recorded to goodwill in 2016, 2015 and 2014.

As of June 30, 2017, intangible assets, net of accumulated amortization, were $265.3 million, which consists primarily of client relationships and client contracts. Long-lived assets and intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The valuation of these assets involves significant estimates and assumptions concerning matters such as client retention, future cash flows and discount rates. If any of these assumptions change, it could affect the recoverability of the carrying value of these assets. Client relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected client attrition rates over a period of up to 10 years from the acquisition date. All intangible assets that have been determined to have indefinite lives are not amortized, but are reviewed for impairment at least annually in accordance with ASC Topic 350, Intangibles-Goodwill and Other, or ASC 350. The initial determination of estimated useful lives and the allocation of the purchase price to the fair values of the intangible assets other than goodwill require significant judgment and may affect the amount of future amortization of such intangible assets.

Definite-lived intangible assets are amortized over their estimated useful lives ranging from 5 to 10 years using accelerated methods. There is an inherent uncertainty in determining the expected useful

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life of or cash flows to be generated from intangible assets. We have not historically experienced material changes in these estimates but could be subject to them in the future.

Computer Software

Computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. As of June 30, 2017, computer software, net of accumulated amortization, was $432.7 million. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from 3 years to 10 years.

Capitalized software development costs are accounted for in accordance with either ASC Topic 985, Software, Subtopic 20, Costs of Software to Be Sold, Leased, or Marketed, or ASC 350, Subtopic 40, Internal-Use Software. For computer software products to be sold, leased, or otherwise marketed (ASC 985-20 software), all costs incurred to establish the technological feasibility are research and development costs, and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers' salaries and related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. For internal-use computer software products (ASC 350-40 software), internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product-by-product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Internally developed software costs are amortized using straight-line or accelerated methods over the estimated useful life. Useful lives of computer software range from 3 years to 10 years.

We also assess the recorded value of computer software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. There is an inherent uncertainty in determining the expected useful life of or cash flows to be generated from computer software. We have not historically experienced material changes in these estimates but could be subject to them in the future.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our results of operations for periods prior to the IPO and the debt refinancing, as described in Note 11 to the Notes to Consolidated Financial Statements on page F-35 are not comparable to periods thereafter, and our historical results of operations may not be comparable to our results of operations in future periods and our results of operations may vary from period to period. Set forth below is a brief discussion of the key factors affecting the comparability of our results of operations.

Expenses Associated with the Internal Reorganization. In connection with the Internal Reorganization, we incurred significant transaction costs and transition and integration expenses in 2014, including employee severance, bonuses under our short-term compensation program, referred to as the Synergy Incentive Program, that rewarded our executive officers for maximizing cost reductions relating to the LPS Acquisition and certain other non-recurring professional fees and other costs.

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Related Party Transactions. We are party to certain transactions with entities that became our related parties on January 2, 2014 as part of the LPS Acquisition. For example, prior to our IPO, we had a management agreement with each of THL Managers VI, LLC and FNF pursuant to which we received consulting services in exchange for a fee for such services in the annual amount of $3.2 million to THL Managers VI, LLC and $5.8 million to FNF. Following our IPO, we no longer pay these management fees. The other related party transactions with FNF, THL, THL Managers VI, LLC, THL Affiliates and ServiceLink do not have a material effect on the comparability of our results of operations.

Interest Expense. We used a portion of the proceeds from our IPO to reduce our outstanding debt by repaying a portion of the 5.75% senior notes due 2023, which we refer to as Senior Notes, and former intercompany notes, as described in Note 11 to the Notes to Consolidated Financial Statements on page F-35. On May 27, 2015, we entered into a credit agreement for new facilities with lower interest rates to refinance the remaining balance of our former intercompany notes and former mirror note with FNF. On February 27, 2017, we amended our credit agreement and repriced our term B loan facility reducing the margin by 75 basis points. We further amended our credit agreement on April 26, 2017 to refinance our term A loan facility, increasing the aggregate principal amount by $300.0 million, and Revolving Credit Facility, increasing the aggregate principal amount of commitments by $100.0 million. The second amendment reduced the pricing applicable to the loans under the term A facility and Revolving Credit Facility by 25 basis points and reduced the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. We also redeemed the Senior Notes on April 26, 2017. For the period from May 26, 2015 through April 25, 2017, we paid FNF a guarantee fee for its guarantee of the Senior Notes. Our total long-term debt outstanding decreased from $2,135.1 million at December 31, 2014 to $1,661.5 million as of December 31, 2015. Our total long-term debt outstanding further declined to $1,570.2 million as of December 31, 2016, and decreased to $1,554.7 million as of June 30, 2017. As a result of the decrease in total long-term debt outstanding and the lower interest rates with the new facilities, our interest expense is significantly lower in periods following our IPO.

Income Taxes. Our effective tax rate for the years ended December 31, 2016, 2015 and 2014 was 16.2%, 14.0% and 4.7%, respectively. The increase in the effective tax rate is primarily due to the fact that following the IPO we are taxed as a corporation on our 44.5% ownership interest in BKFS LLC.

Cost Reduction Actions. In connection with the LPS Acquisition, we put action plans in place to reduce operating costs and increase our profitability. We also put the Synergy Incentive Program in place to incentivize our management team to accomplish planned cost reductions. As a result of the actions taken during 2014, we have reduced our operating expenses as a percent of revenues. Substantially all of our planned cost reduction actions were complete as of September 30, 2014.

Key Components of Results of Operations

Revenues

We generate revenues primarily through contractual arrangements that we enter into with clients to provide services, software and software-related services either individually or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one business unit to the same client.

The following is a description of our revenues by segment:

Technology

Our Technology segment revenues are primarily derived from hosted software, licensed software and software-related services. In some cases, these services are offered in combination with one

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another, and in other cases we offer them individually. Revenues from hosted software are typically volume-based and depend on factors such as the number of accounts processed, frequently subject to volume minimums; transactions processed; and computer resources utilized.

Data and Analytics

Our Data and Analytics segment revenues are primarily derived from data and valuation-related services. Our Data and Analytics segment owns or licenses data assets that primarily include loan information and property sales and characteristic information. We both license our data directly to our clients and provide our clients with analytical products and workflow solutions for risk management, multiple listing services, title insurance underwriting, collateral assessment and loan quality reviews.

Expenses

The following is a brief description of the components of our expenses:

•: Operating expenses include payroll, employee benefits, occupancy costs, data processing costs, program design and development costs and professional services.
•: Transition and integration costs for the six months ended June 30, 2017 primarily represent legal and professional fees related to the planned distribution of FNF's ownership interest in Black Knight. In 2016, these consist of incremental costs associated with acquisitions and professional services related to the planned distribution of FNF's ownership interest. In 2015, these consist of costs related to our IPO, as well as member management fees through May 25, 2015. In 2014, these consisted of incremental costs associated with executing the LPS Acquisition, as well as the related transitioning costs including employee severance, expenses associated with our Synergy Incentive Program, certain other non-recurring professional and other costs as well as member management fees paid to FNF and THL Managers VI, LLC.
•: Depreciation and amortization expense consists of our depreciation related to investments in property and equipment, including information technology hardware, as well as amortization of purchased and developed software and other intangible assets, principally client relationships recorded in connection with acquisitions. It also includes the amortization of previously deferred implementation-related expenses.
•: Interest expense subsequent to May 26, 2015, consists of interest on the Senior Notes, interest on our new credit facilities, commitment fees on our Revolving Credit Facility, administrative agent fees, rating agency fees and a guarantee fee that we paid FNF for its guarantee of the Senior Notes. See Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on Black Knight's Quarterly Report on page F-70 and Note 11 in the Notes to Consolidated Financial Statements on Black Knight's Annual Report on page F-35, for a more detailed discussion of our Interest expense. In 2014 and 2015 through May 26, 2015, Interest expense consisted of interest on the Senior Notes and interest on the former intercompany notes and the former mirror note that were payable to FNF.
•: Other expense, net for the six months ended June 30, 2017 primarily consisted of amounts related to the Senior Notes redemption, Term A Loan and Revolving Credit Facility refinancing and Term B Loan repricing, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited) on page F-70 and the resolution of a legacy legal matter. Other expense, net for 2016 primarily consisted of litigation-related costs primarily associated with the Merion Capital legal matter, as described in Note 12 to the Notes to Consolidated Financial Statements on page F-41. Other expense, net for 2015 includes a $4.8 million net loss on the partial redemption of the Senior Notes, as described in Note 11 to the Notes to Consolidated Financial Statements on page F-35. In 2014, Other expense, net consisted of costs

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associated with the Merion Capital legal matter that resulted from the LPS Acquisition, including interest and estimated costs to defend ourselves in this matter. On September 18, 2014, we reached an agreement with Merion Capital to resolve an interest motion and FNF paid Merion Capital the merger consideration (cash and stock). As of December 31, 2014, Black Knight had incurred expenses of $11.9 million in connection with this matter, including $9.0 million for interest accrued through the settlement date and a $2.9 million accrual for legal defense expenses.

•: Income tax expense (benefit) represents federal, state, local and foreign taxes based on income attributable to Black Knight in multiple jurisdictions.

Results of Operations

Key Performance Metrics

We use Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA Margin for financial and operational decision making and as a means to evaluate period-to-period comparisons. Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures, which we believe are useful for investors in evaluating our overall financial performances. Black Knight believes these measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making, including determining a portion of executive compensation. Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA for the Technology and Data and Analytics segments are presented in conformity with ASC Topic 280, Segment Reporting. These measures are reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, these measures are excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K.

•

Adjusted Revenues—We define Adjusted Revenues as Revenues adjusted to include the revenues that were not recorded by Black Knight during the periods presented due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. These adjustments are reflected in Corporate and Other.

•

Adjusted EBITDA—We define Adjusted EBITDA as Net earnings, with adjustments to reflect the addition or elimination of certain income statement items including, but not limited to:

•: Depreciation and amortization;
•: Interest expense;
•: Income tax expense (benefit);
•: Other expense, net;
•: Loss (gain) from discontinued operations, net of tax;
•: deferred revenue purchase accounting adjustment recorded in accordance with GAAP;
•: equity-based compensation, including related payroll taxes;
•: transition and integration costs;
•: costs associated with debt and/or equity offerings, including the planned tax-free spin-off of Black Knight from FNF;
•: member management fees paid to FNF and THL Managers, LLC;

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•: spin-off related transition costs;
•: acquisition-related costs; and
•: significant legal and regulatory matters.

These adjustments are reflected in Corporate and Other.

•: Adjusted EBITDA Margin—Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.

Consolidated Results of Operations

Interim Periods

The following table sets forth the consolidated statements of operations of Black Knight for the periods indicated (dollars in millions):

	Three months ended June 30,						Six months ended June 30,

	2017			2016			2017			2016
Revenues	$	262.2		$	255.5		$	520.3		$	497.4
Expenses:
Operating expenses		142.0			144.4			287.5			281.2
Depreciation and amortization		50.1			49.2			102.9			97.4
Transition and integration costs		3.3			1.1			4.5			1.1

Total expenses		195.4			194.7			394.9			379.7

Operating income		66.8			60.8			125.4			117.7
Operating margin		25.5	%		23.8	%		24.1	%		23.7	%
Interest expense		(14.0	)		(16.9	)		(30.7	)		(33.7	)
Other expense, net		(14.5	)		(4.0	)		(16.5	)		(4.8	)

Earnings before income taxes		38.3			39.9			78.2			79.2
Income tax expense		9.1			6.7			15.1			12.9

Net earnings	$	29.2		$	33.2		$	63.1		$	66.3



*Key Performance Metrics (Non-GAAP)*
Adjusted Revenues	$	263.4		$	257.5		$	522.9		$	501.7



Adjusted EBITDA	$	126.3		$	116.5		$	245.7		$	226.6



Adjusted EBITDA Margin		47.9	%		45.2	%		47.0	%		45.2	%

Reconciliations of the above non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the tables below (in millions):

	Three months ended June 30,				Six months ended June 30,

	2017		2016		2017		2016
Revenues	$	262.2	$	255.5	$	520.3	$	497.4
Deferred revenue purchase accounting adjustment		1.2		2.0		2.6		4.3

Adjusted Revenues	$	263.4	$	257.5	$	522.9	$	501.7

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	Three months ended June 30,						Six months ended June 30,

	2017			2016			2017			2016
Net earnings	$	29.2		$	33.2		$	63.1		$	66.3
Depreciation and amortization		50.1			49.2			102.9			97.4
Interest expense		14.0			16.9			30.7			33.7
Income tax expense		9.1			6.7			15.1			12.9
Other expense, net		14.5			4.0			16.5			4.8

EBITDA		116.9			110.0			228.3			215.1
Deferred revenue purchase accounting adjustment		1.2			2.0			2.6			4.3
Equity-based compensation		4.9			3.4			10.3			6.1
Debt and/or equity offering expenses		2.2			0.1			3.4			0.1
Spin-off related transition costs		1.1			—			1.1			—
Acquisition-related costs		—			1.0			—			1.0

Adjusted EBITDA	$	126.3		$	116.5		$	245.7		$	226.6



Adjusted EBITDA Margin		47.9	%		45.2	%		47.0	%		45.2	%

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016 and Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

Revenues

Consolidated Revenues were $262.2 million in the three months ended June 30, 2017 compared to $255.5 million in the 2016 period, an increase of $6.7 million, or 3%. Consolidated Revenues were $520.3 million in the six months ended June 30, 2017 compared to $497.4 million in the 2016 period, an increase of $22.9 million, or 5%. The change in revenues is discussed further at the segment level below.

The following table sets forth revenues by segment for the periods presented (in millions):

	Three months ended June 30,						Six months ended June 30,

	2017			2016			2017			2016
Technology	$	220.5		$	213.2		$	441.1		$	415.6
Data and Analytics		42.9			44.3			81.8			86.1
Corporate and Other (1)		(1.2	)		(2.0	)		(2.6	)		(4.3	)

Total	$	262.2		$	255.5		$	520.3		$	497.4

(1): Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.

Technology

Revenues were $220.5 million in the three months ended June 30, 2017 compared to $213.2 million in the 2016 period, an increase of $7.3 million, or 3%. Our servicing technology business contributed $12.0 million of this increase, primarily driven by favorable client mix, price increases and higher transactional volumes. Our origination technology business declined $4.7 million, primarily driven by lower consulting revenues and volumes on the Exchange as a result of a decline in refinancing originations, partially offset by the eLynx Holdings, Inc., which we refer to as eLynx, acquisition.

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Revenues were $441.1 million in the six months ended June 30, 2017 compared to $415.6 million in the 2016 period, an increase of $25.5 million, or 6%. Our servicing technology business contributed $29.5 million of this increase, primarily driven by higher average loan volumes on our servicing platform, which increased 2.8% to 32.6 million average loans, price increases and higher transactional volumes. Our origination technology business declined $4.0 million, primarily driven by lower consulting revenues, volumes on the Exchange as a result of a decline in refinancing originations and client contract termination fees, partially offset by the eLynx acquisition.

Data and Analytics

Revenues were $42.9 million in the three months ended June 30, 2017 compared to $44.3 million in the 2016 period, a decrease of $1.4 million, or 3%. The decrease was driven by the effect of the Property Insight realignment, partially offset by incremental revenues from the Motivity acquisition and growth in our property data and multiple listing service businesses. Had the realignment taken place on January 1, 2016, Black Knight revenues for the three months ended June 30, 2016 would have been lower by $7.8 million.

Revenues were $81.8 million in the six months ended June 30, 2017 compared to $86.1 million in the 2016 period, a decrease of $4.3 million, or 5%. The decrease was driven by the effect of the Property Insight realignment, partially offset by incremental revenues from the Motivity acquisition and growth in our property data and multiple listing service businesses. Had the realignment taken place on January 1, 2016, Black Knight revenues for the six months ended June 30, 2016 would have been lower by $15.0 million.

Operating Expenses

Consolidated Operating expenses were $142.0 million in the three months ended June 30, 2017 compared to $144.4 million in the 2016 period, a decrease of $2.4 million, or 2%. Consolidated Operating expenses were $287.5 million in the six months ended June 30, 2017 compared to $281.2 million in the 2016 period, an increase of $6.3 million, or 2%. The changes in operating expenses are discussed further at the segment level below.

The following table sets forth operating expenses by segment for the periods presented (in millions):

	Three months ended June 30,				Six months ended June 30,

	2017		2016		2017		2016
Technology	$	91.0	$	90.3	$	184.7	$	177.3
Data and Analytics		33.0		37.5		66.5		72.5
Corporate and Other		18.0		16.6		36.3		31.4

Total	$	142.0	$	144.4	$	287.5	$	281.2

Technology

Operating expenses were $91.0 million in the three months ended June 30, 2017 compared to $90.3 million in the 2016 period, an increase of $0.7 million, or 1%. The increase was primarily due to the eLynx acquisition, partially offset by lower personnel and IT costs.

Operating expenses were $184.7 million in the six months ended June 30, 2017 compared to $177.3 million in the 2016 period, an increase of $7.4 million, or 4%. The increase was primarily due to the eLynx acquisition.

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Data and Analytics

Operating expenses were $33.0 million in the three months ended June 30, 2017 compared to $37.5 million in the 2016 period, a decrease of $4.5 million, or 12%. The decrease was primarily driven by the Property Insight realignment, partially offset by the Motivity acquisition and the effect of costs associated with the data hub.

Operating expenses were $66.5 million in the six months ended June 30, 2017 compared to $72.5 million in the 2016 period, a decrease of $6.0 million, or 8%. The decrease was primarily driven by the Property Insight realignment, partially offset by the Motivity acquisition and the effect of costs associated with the data hub.

Corporate and Other

Operating expenses were $18.0 million in the three months ended June 30, 2017 compared to $16.6 million in the 2016 period, an increase of $1.4 million, or 8%. The increase was primarily driven by higher equity-based compensation, partially offset by lower incentive bonus accruals.

Operating expenses were $36.3 million in the six months ended june 30, 2017 compared to $31.4 million in the 2016 period, an increase of $4.9 million, or 16%. The increase was primarily driven by higher equity-based compensation and professional fees, partially offset by lower incentive bonus accruals.

Depreciation and Amortization

Consolidated Depreciation and amortization was $50.1 million in the three months ended June 30, 2017 compared to $49.2 million in the 2016 period, an increase of $0.9 million, or 2%. Consolidated Depreciation and amortization was $102.9 million in the six months ended June 30, 2017 compared to $97.4 million in the 2016 period, an increase of $5.5 million, or 6%. The changes in depreciation and amortization are discussed further at the segment level below.

The following table sets forth depreciation and amortization by segment for the periods presented (in millions):

	Three months ended June 30,				Six months ended June 30,

	2017		2016		2017		2016
Technology	$	23.5	$	25.8	$	50.6	$	51.2
Data and Analytics		3.8		2.3		7.3		4.4
Corporate and Other (1)		22.8		21.1		45.0		41.8

Total	$	50.1	$	49.2	$	102.9	$	97.4

(1): Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

Technology

Depreciation and amortization was $23.5 million in the three months ended June 30, 2017 compared to $25.8 million in the 2016 period, a decrease of $2.3 million, or 9%. The decrease is primarily due to lower deferred contract costs amortization.

Depreciation and amortization was $50.6 million in the six months ended June 30, 2017 compared to $51.2 million in the 2016 period, a decrease of $0.6 million, or 1%.

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Data and Analytics

Depreciation and amortization was $3.8 million in the three months ended June 30, 2017 compared to $2.3 million in the 2016 period, an increase of $1.5 million, or 65%. The increase is primarily due to increased depreciation from both computer hardware and new software development.

Depreciation and amortization was $7.3 million in the six months ended June 30, 2017 compared to $4.4 million in the 2016 period, an increase of $2.9 million, or 66%. The increase is primarily due to increased depreciation from both computer hardware and new software development.

Transition and Integration Costs

Consolidated Transition and integration costs were $3.3 million in the three months ended June 30, 2017 compared to $1.1 million in the 2016 period, an increase of $2.2 million. Consolidated Transition and integration costs were $4.5 million in the six months ended June 30, 2017 compared to $1.1 million in the 2016 period, an increase of $3.4 million. Transition and integration costs for the 2017 period primarily represents legal and professional fees related to the planned distribution of FNF's ownership interests in Black Knight. Transition and integration costs for the 2016 period primarily represent costs associated with the eLynx and Motivity acquisitions.

Operating Income (Loss)

Consolidated Operating income was $66.8 million in the three months ended June 30, 2017 compared to $60.8 million in the 2016 period, an increase of $6.0 million, or 10%. Consolidated Operating income was $125.4 million in the six months ended June 30, 2017 compared to $117.7 million in the 2016 period, an increase of $7.7 million, or 7%. The changes in operating income (loss) are discussed further at the segment level below.

The following table sets forth operating income (loss) by segment for the periods presented (in millions):

	Three months ended June 30,						Six months ended June 30,

	2017			2016			2017			2016
Technology	$	106.0		$	97.1		$	205.8		$	187.1
Data and Analytics		6.1			4.5			8.0			9.2
Corporate and Other		(45.3	)		(40.8	)		(88.4	)		(78.6	)

Total	$	66.8		$	60.8		$	125.4		$	117.7

Technology

Operating income was $106.0 million in the three months ended June 30, 2017 compared to $97.1 million in the 2016 period, an increase of $8.9 million, or 9%. Operating margin was 48.1% in the three months ended June 30, 2017 compared to 45.5% in 2016. The increase in operating income is primarily due to revenue growth within servicing technology and lower depreciation and amortization.

Operating income was $205.8 million in the six months ended June 30, 2017 compared to $187.1 million in the 2016 period, an increase of $18.7 million, or 10%. Operating margin was 46.7% in the six months ended June 30, 2017 compared to 45.0% in 2016. The increase in operating income is primarily due to revenue growth within servicing technology and lower depreciation and amortization.

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Data and Analytics

Operating income was $6.1 million in the three months ended June 30, 2017 compared to $4.5 million in the 2016 period, an increase of $1.6 million, or 36%. Operating margin was 14.2% in the three months ended June 30, 2017 compared to 10.2% in 2016. The increase is primarily due to the effect of the Property Insight realignment, partially offset by costs associated with Motivity and the data hub and higher depreciation and amortization.

Operating income was $8.0 million in the six months ended June 30, 2017 compared to $9.2 million in the 2016 period, a decrease of $1.2 million, or 13%. Operating margin was 9.8% in the six months ended June 30, 2017 compared to 10.7% in 2016. The decrease is primarily due to the effect of costs associated with Motivity and the data hub and higher depreciation and amortization.

Corporate and Other

Operating loss was $45.3 million in the three months ended June 30, 2017 compared to $40.8 million in the 2016 period, an increase of $4.5 million, or 11%. The increase was primarily driven by higher equity-based compensation and legal and professional fees related to the planned distribution of FNF's ownership interest in Black Knight, partially offset by lower incentive bonus accruals.

Operating loss was $88.4 million in the six months ended June 30, 2017 compared to $78.6 million in the 2016 period, an increase of $9.8 million, or 12%. The increase was primarily driven by higher equity-based compensation and legal and professional fees related to the planned distribution of FNF's ownership interest in Black Knight, partially offset by lower incentive bonus accruals.

Interest Expense

Consolidated Interest expense was $14.0 million in the three months ended June 30, 2017 compared to $16.9 million in the 2016 period, a decrease of $2.9 million, or 17%. Consolidated Interest expense was $30.7 million in the six months ended June 30, 2017 compared to $33.7 million in the 2016 period, a decrease of $3.0 million, or 9%. The decrease is driven by lower interest from the Term B Loan repricing and debt refinancing.

Other Expense, Net

Consolidated Other expense, net was $14.5 million in the three months ended June 30, 2017 compared to $4.0 million in the 2016 period. The 2017 amount was primarily related to the Senior Notes redemption, Term A Loan and Revolving Credit Facility refinancing and the resolution of a legacy legal matter. Consolidated Other expense, net was $16.5 million in the six months ended June 30, 2017 compared to $4.8 million in the 2016 period. The 2017 amount primarily includes the amounts included in the second quarter and the Term B Loan repricing.

Income Tax Expense

Consolidated Income tax expense was $9.1 million in the three months ended June 30, 2017 compared to $6.7 million in the 2016 period. Consolidated Income tax expense was $15.1 million in the six months ended June 30, 2017 compared to $12.9 million in the 2016 period. Our effective tax rate was 23.8% in the three months ended June 30, 2017 compared to 16.8% in the 2016 period. Our effective tax rate was 19.3% in the six months ended June 30, 2017 compared to 16.3% in the 2016 period. The increase is related to certain discrete items recorded during the quarter. These rates are lower than the typical federal and state statutory rate because of the effect of our noncontrolling interests.

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Adjusted Revenues

Consolidated Adjusted Revenues were $263.4 million in the three months ended June 30, 2017 compared to $257.5 million in the 2016 period, an increase of $5.9 million, or 2%. The increase was driven by favorable client mix, price increases, higher transactional volumes and the eLynx and Motivity acquisitions, partially offset by the effect of the Property Insight realignment.

Consolidated Adjusted Revenues were $522.9 million in the six months ended June 30, 2017 compared to $501.7 million in the 2016 period, an increase of $21.2 million, or 4%. The increase was driven by higher average loan volumes on our servicing platform, price increases, higher transactional volumes and the eLynx and Motivity acquisitions, partially offset by the effect of the Property Insight realignment.

Adjusted EBITDA and Adjusted EBITDA Margin

Consolidated Adjusted EBITDA was $126.3 million in the three months ended June 30, 2017 compared to $116.5 million in the 2016 period, an increase of $9.8 million, or 8%. Consolidated Adjusted EBITDA was $245.7 million in the six months ended June 30, 2017 compared to $226.6 million in the 2016 period, an increase of $19.1 million, or 8%. The changes in Adjusted EBITDA are discussed further at the segment level below.

Consolidated Adjusted EBITDA Margin was 47.9% in the three months ended June 30, 2017 compared to 45.2% in the 2016 period, an increase of 270 basis points. Consolidated Adjusted EBITDA Margin was 47.0% in the six months ended June 30, 2017 compared to 45.2% in the 2016 period, an increase of 180 basis points. The changes in Adjusted EBITDA Margin are discussed further at the segment level below.

The following tables set forth Adjusted EBITDA (in millions) and Adjusted EBITDA Margin by segment for the periods presented:

	Three months ended June 30,						Six months ended June 30,

	2017			2016			2017			2016
Technology	$	129.5		$	122.9		$	256.4		$	238.3
Data and Analytics		9.9			6.8			15.3			13.6
Corporate and Other		(13.1	)		(13.2	)		(26.0	)		(25.3	)

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