On March 16, 2021, we completed the acquisition of the technology assets and business of NexSpring Financial, LLC (“NexSpring”), which is reported within our Software Solutions segment, and is expected to broaden our ability to serve mortgage brokers.

On May 17, 2021, we completed the acquisition of 100% of the equity interests in eMBS, Inc. (“eMBS”), a leading data and analytics aggregator for residential mortgage-backed securities, which is reported within our Data & Analytics segment, and is expected to solidify and further expand our market leadership in solutions and data for agency-backed securities.

On July 7, 2021, we completed the acquisition of 100% of the equity interests in TOMN Holdings, Inc. and its subsidiaries (“Top of Mind”), which is reported within our Software Solutions segment. Top of Mind is the developer of Surefire^SM, a leading customer relationship management and marketing automation system for the mortgage industry.

On March 3, 2020, we completed the acquisition of Collateral Analytics, LLC (“Collateral Analytics”), a provider of real estate products and tools to support appraisers, appraisal management companies, lenders, investors and government agencies. Collateral Analytics is reported within our Data and Analytics segment because it enhances our real estate solutions and automated valuation model offerings.

On August 27, 2020, we completed the acquisition of DocVerify, a solution that provides proof of the integrity of digital documents, enabling organizations across a wide range of industries to streamline processes, safeguard sensitive information and reduce costs. DocVerify is reported within our Software Solutions segment and helps accelerate Black

Knight’s goal of digitizing the entirety of the real estate and mortgage continuum as DocVerify’s trusted and proven digital document verification capabilities are integrated with Expedite^®Close, our digital closing platform.

On July 26, 2020, we entered into a definitive equity purchase agreement with affiliates of private equity firm GTCR, LLC, to purchase Optimal Blue, a leading provider of secondary market solutions and actionable data services. We also entered into forward purchase agreements with Cannae and affiliates of THL (collectively, the "FPAs"), whereby Cannae and affiliates of THL agreed to each acquire 20% of the equity interests of a newly formed entity, Optimal Blue Holdco, for a purchase price of $289.0 million. Optimal Blue Holdco was formed for the purpose of acquiring Optimal Blue.

On September 15, 2020, we completed a series of transactions and completed the acquisition of Optimal Blue. In connection with the acquisition of Optimal Blue, we contributed $762.0 million in cash and Compass Analytics, LLC ("Compass Analytics") to Optimal Blue Holdco. In addition, Black Knight InfoServ, LLC ("BKIS"), our indirect, wholly-owned subsidiary, provided $500.0 million in cash in exchange for a note with Optimal Blue Holdco (the "OB Holdco Note"). The OB Holdco Note bears interest at a rate of 6.125%, which is payable on a semi-annual basis beginning March 1, 2021, and matures on September 1, 2028. Immediately prior to the closing of the Optimal Blue acquisition, we, together with BKT, our indirect, wholly-owned subsidiary, Optimal Blue Holdco, Cannae and THL, entered into the OB Holdco LLC Agreement. As of December 31, 2021, we owned 60% of Optimal Blue Holdco.

Optimal Blue is reported within our Software Solutions segment because it enhances our robust set of software solutions and includes additional product, pricing and eligibility capabilities. On February 15, 2022, we acquired the remaining outstanding Class A units in Optimal Blue Holdco. Refer to Note 2 — Significant Accounting Policies for additional information.

On September 13, 2019, we completed the acquisition of Compass Analytics, a financial technology provider of advanced pricing and valuation solutions to support loan officers and capital market professionals. Compass Analytics is reported within our Software Solutions segment because this acquisition expands our footprint in capital markets, adds mortgage servicing rights valuation capabilities to our solutions and establishes end-to-end connectivity and pricing between originators and mortgage investors.

The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed, including the effect of measurement period adjustments, (in millions):

(1)

The NexSpring purchase agreement requires us to pay additional cash consideration based on NexSpring revenues recognized over the three-year period subsequent to the acquisition. The Collateral Analytics purchase agreement requires us to pay additional cash consideration based on earnings before interest expense, income tax provision and depreciation and amortization ("EBITDA") over a three-year period beginning April 1, 2020. The Compass Analytics purchase agreement required us to pay additional cash consideration based on revenues recognized over a two-year period from the acquisition date. We recorded a contingent consideration liability of $9.0 million as part of the Compass Analytics acquisition. During 2020, an agreement related to the Compass Analytics contingent consideration payout was amended to a set contractual amount.

In accordance with ASC Topic 805, Business Combinations ("ASC 805"), we will recognize the majority of the consideration as compensation cost over the related period due to ongoing employment requirements. Refer to Note 12 – Fair Value Measurement for additional information.

(2)	During the year ended December 31, 2021, we recorded a measurement period adjustment of $8.1 million primarily reducing deferred income taxes for certain book and tax basis differences as we completed the tax return filings for the pre-acquisition period.

(3)	Other intangible assets primarily consist of client relationships assets of $76.3 million for the 2021 acquisitions, $602.5 million for the 2020 Optimal Blue acquisition, $16.4 million for the Other 2020 acquisitions and $19.1 million for the 2019 acquisition.

(4)	During the year ended December 31, 2020, we recorded a measurement period adjustment of $0.9 million to reduce our estimated liabilities for pre-acquisition tax exposure.

The estimates related to our 2021 acquisitions are preliminary and subject to adjustments as we complete our valuation process with respect to certain acquired assets, including Software, Other intangible assets, including client relationship assets, and Goodwill and certain assumed liabilities, including estimated liabilities for pre-acquisition tax exposure, and contingent consideration.

For the years ended December 31, 2021, 2020 and 2019 we incurred direct transaction costs of $3.8 million, $15.0 million and $0.2 million in connection with our 2021 acquisitions, the acquisition of Optimal Blue in 2020 and our 2019 acquisition, respectively. Transaction costs are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings.

For the period September 15, 2020 through December 31, 2020, Optimal Blue’s revenues of $37.6 million and pre-tax loss of $19.0 million are included in our Consolidated Statements of Earnings and Comprehensive Earnings.

Unaudited Pro Forma Results

Our 2021 acquisitions, 2020 acquisitions excluding Optimal Blue and 2019 acquisition were not material individually or in the aggregate to our consolidated financial statements.

Unaudited pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the Optimal Blue acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts):


	Year ended December 31,
	2020		2019
Revenues	$	1,320.0	$	1,267.3
Net earnings	$	200.6	$	4.3

The unaudited pro forma results include certain pro forma adjustments that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following:

●

additional amortization expense that would have been recognized relating to the acquired intangible assets;

●

adjustments to interest expense to reflect the additional debt we incurred related to partially finance the acquisition; and

●

a reduction of expenses for acquisition-related transaction costs of $15.0 million for the year ended December 31, 2020.