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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-218707

LOGO

601 Riverside Avenue
Jacksonville, Florida 32204

Dear Black Knight Financial Services, Inc. Shareholder:

        After careful consideration, and upon the recommendation of a special committee of disinterested directors of the board of directors of Black Knight Financial Services, Inc., which we refer to as Black Knight, the board of directors of Black Knight has approved an agreement and plan of merger, which we refer to as the merger agreement, among Black Knight, Black Knight Holdco Corp., which we refer to as New Black Knight, New BKH Merger Sub, Inc., which we refer to as Merger Sub One, BKFS Merger Sub, Inc., which we refer to as Merger Sub Two, Fidelity National Financial, Inc., which we refer to as FNF, and New BKH Corp., which we refer to as New BKH. The merger agreement provides for two mergers that result in Black Knight and New BKH becoming subsidiaries of New Black Knight, a new public holding company.

        Prior to the mergers, and as a condition to the consummation of the mergers, FNF will effect a series of separation transactions that will result in the contribution of the shares of Class B common stock of Black Knight beneficially owned by FNF and all 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, beneficially owned by FNF, to New BKH and the distribution of all of the shares of New BKH pro rata to the holders of the FNF Group common stock.

        In the merger of Merger Sub Two with and into Black Knight, which we refer to as the BKFS merger, Black Knight shareholders (other than New BKH) will receive one share of New Black Knight common stock for each share of Class A common stock of Black Knight that they own. In the merger of Merger Sub One with and into New BKH, which we refer to as the New BKH merger, New BKH shareholders will receive one share of New Black Knight common stock for each share of New BKH common stock that they own.

        Upon completion of the transactions contemplated by the merger agreement, Black Knight's former shareholders (other than FNF and its affiliates) will collectively own approximately 45.71% of the common stock of New Black Knight, and New BKH's former shareholders (the holders of FNF Group common stock) will collectively own approximately 54.29% of the common stock of New Black Knight. The New Black Knight common stock is expected to be listed on the New York Stock Exchange, which we refer to as the NYSE.

        These are very important transactions, and a special meeting of the shareholders of Black Knight is being called to adopt and approve the merger agreement and the transactions contemplated thereby. Information about the Black Knight special meeting and the specifics of the proposed transactions is contained in this proxy statement/ prospectus. We urge you to read this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus carefully and in their entirety. In particular, see "Risk Factors" beginning on page 27.

        The mergers are conditioned upon, among other things, the approval of the Black Knight shareholders. The affirmative vote of (i) holders of record of a majority of the shares of Black Knight common stock outstanding entitled to vote thereon in favor of the adoption of the merger agreement and (ii) holders of record of a majority of the shares of Black Knight common stock outstanding entitled to vote thereon that are not owned, directly or indirectly, by FNF, any of its subsidiaries (including, without limitation, BKHI, New BKH, New Black Knight, Merger Sub One and Merger Sub Two), collectively, which we refer to as the FNF affiliated shareholders, or any officers or directors of the FNF affiliated shareholders, is required to consummate the BKFS merger. Pursuant to the merger agreement, FNF has agreed to vote shares of Class B common stock of Black Knight beneficially owned by it, currently representing approximately 54.29% of the outstanding voting securities of Black Knight common stock, in favor of the adoption of the merger agreement.

        A special committee of disinterested directors of Black Knight, which we refer to as the Black Knight Special Committee, was formed for the purpose of evaluating the transactions contemplated by the merger agreement. The Black Knight Special Committee has (i) determined that the transactions contemplated by


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the merger agreement, including the BKFS merger, and any related agreements entered by Black Knight in connection therewith, which we refer to as the related agreements, are fair to, and in the best interests of, Black Knight and its shareholders (other than New BKH or any of its affiliates, including, for the avoidance of doubt, FNF), (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, (iii) recommended that the board of directors of Black Knight approves and declares advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, including the BKFS merger, and (iv) resolved to recommend approval of the merger agreement by the holders of shares of Black Knight common stock.

        Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares are represented at that meeting. If you do not vote, it will have the same effect as voting against the merger proposal.

        The Black Knight Special Committee has approved and declared advisable the merger agreement and recommends that you vote FOR the adoption of the merger agreement.


 

 

Sincerely,
GRAPHIC

Thomas J. Sanzone
Chief Executive Officer

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these transactions or the New Black Knight common stock to be issued in the merger or determined whether this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

        This proxy statement/prospectus is dated August 25, 2017 and is expected first to be mailed to shareholders on or about that date.


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LOGO

BLACK KNIGHT FINANCIAL SERVICES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On September 27, 2017

To the Shareholders of Black Knight Financial Services, Inc.:

        Notice is hereby given that a special meeting of the shareholders of Black Knight Financial Services, Inc., a Delaware corporation, which we refer to as Black Knight, will be held at 10:00 a.m., local time, on September 27, 2017, at 601 Riverside Avenue, Jacksonville, Florida 32204, for the following purposes:

    1.
    to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of June 8, 2017, by and among New BKH Corp., a Delaware corporation, Black Knight, Black Knight Holdco Corp., a Delaware corporation, New BKH Merger Sub, Inc., a Delaware corporation, BKFS Merger Sub, Inc. a Delaware corporation and Fidelity National Financial, Inc., a Delaware corporation; and

    2.
    to consider and vote upon an adjournment of the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the special meeting to approve the first proposal described above in accordance with the merger agreement.

        The merger agreement and the mergers, along with the other transactions, which would be effected in connection with the mergers, are described more fully in the attached proxy statement/prospectus, and we urge you to read it carefully and in its entirety. Black Knight shareholders have no appraisal rights under Delaware law in connection with the mergers.

        Adoption of the merger agreement requires 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, each in favor of adoption of the merger agreement.

        The special committee of the board of directors of Black Knight recommends that you vote FOR the adoption of the Agreement and Plan of Merger.

        The board of directors of Black Knight has fixed the close of business on August 14, 2017 as the record date for determination of shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof. Each shareholder is entitled to one vote for each share of our common stock held on the record date. A complete list of our shareholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any shareholder present at the meeting.

        To ensure that your shares of common stock are represented at the meeting, you should vote your proxy by completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed envelope, whether or not you expect to attend the special meeting. You may revoke your proxy and vote in person if you decide to attend the meeting.

  Sincerely,

 

 

GRAPHIC

  Michael L. Gravelle
Executive Vice President, General Counsel
and Corporate Secretary of Black Knight
Financial Services, Inc.

Dated: August 25, 2017.


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ADDITIONAL INFORMATION

        This proxy statement/prospectus "incorporates by reference" important business and financial information about Black Knight from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon request. For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information" on page 195.

        You also may obtain any of the documents incorporated by reference into this proxy statement/prospectus from Black Knight or from the Securities and Exchange Commission, which we refer to as the SEC, through the SEC's Internet web site at www.sec.gov. Documents of Black Knight are also available from Black Knight, without charge, excluding any exhibits to those documents that are not specifically incorporated by reference as an exhibit to this proxy statement/prospectus. Black Knight shareholders may request a copy of these documents in writing or by telephone by contacting the applicable department at:

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

        If you would like to request documents, please do so by September 19, 2017, to receive them before the special meeting.

        In addition, if you have any questions about the transactions, you may contact:

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


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This document, which forms a part of a registration statement on Form S-4 filed with the SEC by New Black Knight, constitutes a prospectus of New Black Knight under Section 5 of the Securities Act with respect to the shares of New Black Knight common stock to be issued to Black Knight and New BKH shareholders in connection with the mergers. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of Black Knight shareholders to consider and vote upon the proposal to approve and adopt the merger agreement.


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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

    i  

SUMMARY

   
1
 

SELECTED FINANCIAL DATA

   
12
 

UNAUDITED COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

   
17
 

PER SHARE MARKET PRICE AND DIVIDEND INFORMATION OF BLACK KNIGHT

   
19
 

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

   
20
 

RISK FACTORS

   
27
 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

   
46
 

THE COMPANIES

   
48
 

THE TRANSACTIONS

   
50
 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

   
68
 

THE MERGER AGREEMENT

   
71
 

THE REORGANIZATION AGREEMENT

   
82
 

ADDITIONAL AGREEMENTS

   
85
 

THL INTEREST EXCHANGE AGREEMENT

   
88
 

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

   
90
 

BUSINESS OF NEW BLACK KNIGHT

   
128
 

MANAGEMENT OF NEW BLACK KNIGHT FOLLOWING THE TRANSACTIONS

   
142
 

COMPENSATION OF EXECUTIVE OFFICERS / COMPENSATION ARRANGEMENTS

   
150
 

DESCRIPTION OF CAPITAL STOCK OF NEW BLACK KNIGHT

   
182
 

COMPARISON OF RIGHTS OF SHAREHOLDERS BEFORE AND AFTER THE TRANSACTIONS

   
187
 

THE SPECIAL MEETING

   
191
 

LEGAL MATTERS

   
195
 

EXPERTS

   
195
 

WHERE YOU CAN FIND MORE INFORMATION

   
195
 

INCORPORATION BY REFERENCE

   
196
 

INDEX TO FINANCIAL STATEMENTS

   
 
 

Annex A—Agreement and Plan of Merger

   
 
 

Annex B—Reorganization Agreement

   
 
 

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

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 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 merger agreement and reorganization agreement, respectively, which are each described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A and Annex B, respectively.

Q.
What will happen to the holders of Black Knight Class B common stock and BKFS LLC Units?

A.
The shares of Black Knight Class B common stock are not affected by the merger agreement. Pursuant to the THL Interest Exchange Agreement (as described in "Additional Agreements—Certain Other Transactions and Relationships—THL Interest Exchange Agreement" below), immediately following the closing of the transactions contemplated by the merger agreement, the Black Knight Class B common stock and the BKFS LLC Units that are owned by certain affiliates of Thomas H. Lee Partners, LP, which we refer to as the THL Interest Holders, will be contributed to New Black Knight 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. The remaining shares of Black Knight Class B common stock, which will be held by New BKH prior to the separation, will be cancelled for no consideration following the closing of the transactions contemplated by the merger agreement.

Q.
What will happen to the "Up-C" structure of Black Knight?

A.
Black Knight currently has an "Up-C" structure, which 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, while maintaining potential liquidity in Black

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    Knight through an exchange mechanism for cash or shares of Class A common stock of Black Knight, which we refer to as Black Knight Class A common stock. Following the completion of the transactions contemplated by the THL Interest Exchange Agreement, which we refer to as the THL Interest Exchange, and cancellation of all remaining outstanding Black Knight Class B common stock, the Up-C structure will no longer be in place, and BKFS LLC will be an indirect wholly-owned subsidiary of New Black Knight.

Q.
What am I being asked to vote on?

A.
Black Knight shareholders are being asked to adopt an Agreement and Plan of Merger, dated as of June 8, 2017, which we refer to as the merger agreement, entered into by and among FNF, New BKH, Black Knight, New Black Knight, New BKH Merger Sub, Inc., which we refer to as Merger Sub One, and BKFS Merger Sub, Inc., which we refer to as Merger Sub Two. Subject to the terms of the merger agreement:

Merger Sub One, a wholly-owned subsidiary of New Black Knight, will merge with and into New BKH, with New BKH as the surviving corporation, which we refer to as the New BKH merger; and

Merger Sub Two will merge with and into Black Knight, with Black Knight as the surviving corporation, which we refer to as the BKFS merger.

    Neither merger will occur unless both mergers occur. Immediately prior to, and as a condition to, the mergers, FNF will complete the separation. Following the mergers, New BKH and Black Knight will be subsidiaries of New Black Knight. New Black Knight will become an independent publicly traded company.

    You are also being asked to vote to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement in accordance with its terms.

    The vote of New BKH and FNF shareholders on the transactions is not required.

Q.
What will I receive in the mergers?

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

Q.
What will the New BKH shareholders receive in the merger?

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

Q.
Why is Black Knight proposing the transactions?

A.
Black Knight's principal purposes and reasons for the transactions are:

the transactions will increase Black Knight's independence of ownership and governance, eliminating FNF's majority control of Black Knight's common stock and the Black Knight board of directors, as well as FNF's majority control of the BKFS LLC Units;

the transactions will eliminate the market "overhang" resulting from FNF's approximately 54.29% ownership interest in Black Knight;

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    the transactions may enhance the liquidity of Black Knight's common stock in the public trading market by increasing the float of New Black Knight's shares immediately after the transactions are completed as compared to the number of beneficial owners of Black Knight common stock prior to the transactions;

    the transactions will eliminate the Up-C structure of Black Knight, thereby eliminating the complexity of Black Knight's capital structure and the reporting and administrative burden of maintaining an additional class of equityholders in BKFS LLC;

    the transactions will allow FNF to dispose of its majority stock ownership in Black Knight and BKFS LLC in a manner that should be less disruptive to the public trading market for the shares of Black Knight's common stock than open market sales;

    if the transactions are not consummated, there is a risk that Black Knight's shareholders (other than FNF and its affiliates) will not have the opportunity to receive a control premium in any future change of control transaction involving Black Knight; and

    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.

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 it is not expected that any person or group will hold a majority interest in New Black Knight.

Q.
How will New Black Knight's common stock trade?

A.
There is currently no public market for New Black Knight common stock. New Black Knight is expected to trade on the NYSE.

Q.
How does my ownership in Black Knight change as a result of the transactions?

A.
After the mergers, your rights as a shareholder will be governed by the amended and restated certificate of incorporation and amended and restated bylaws of New Black Knight rather than the current certificate of incorporation and bylaws of Black Knight. However, under the governing documents of New Black Knight, your rights as a shareholder of New Black Knight will be substantially similar to your rights as a shareholder of Black Knight. See the section entitled "Comparison of Rights of Shareholders Before and After the Transactions".

Q.
Will the proposal affect current operations? What about the future?

A.
The transactions are not expected to have a material effect on the conduct of day-to-day operations by New Black Knight. The Chief Executive Officer of Black Knight, Thomas J. Sanzone, will serve as the Chief Executive Officer of New Black Knight, and substantially all of the other officers of Black Knight will assume the same positions at New Black Knight.

Q.
What is the accounting treatment for the transactions?

A.
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 interests amount on our

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    consolidated balance sheet immediately prior to completion of the transactions will be reclassified, resulting in an increase to shareholders' equity.

Q.
What are the U.S. federal income tax consequences to me of the mergers?

A.
A U.S. holder who exchanges Black Knight 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 U.S. 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 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 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 common stock or New BKH common stock surrendered therefor.

Q.
Has FNF set a record date for the distribution of New BKH shares in the spin-off?

A.
No. FNF will publicly announce the record date when it has been determined. This announcement will be made prior to completion of the spin-off and the mergers.

Q.
What shareholder approvals are needed in connection with the transactions?

A.
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 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, Merger Sub One and Merger Sub Two), 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.

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

Q.
What is the recommendation of the Special Committee of the Black Knight board of directors?

A.
The special committee of the Black Knight board of directors, which we refer to as the Black Knight Special Committee, recommends a vote FOR the proposal to adopt the merger agreement.

Q.
What do I need to do now?

A.
After carefully reading and considering the information contained in this proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed postage-paid envelope or by submitting your voting instruction by telephone or through the Internet, as soon as possible so that your shares may be

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    represented and voted at the special meeting. If you hold shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee has enclosed or will provide a voting instruction card for use in directing your broker, bank or other nominee how to vote those shares.

Q.
How do I vote if my broker holds my shares in "street name"?

A.
Your broker will vote your Black Knight shares only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted, which will have the effect of a vote against the merger agreement.

Q.
What if I do not vote or abstain?

A.
If you do not vote, it will have the same effect as a vote against the merger and the possible adjournment of the special meeting. Shares that are not voted will not count for purposes of calculating a quorum, which is necessary to have a valid meeting of shareholders. If a quorum of shareholders is not present in person or by proxy at the meeting, no vote will be taken on the merger and the other proposals. If you sign your proxy card but do not indicate how you want to vote, your shares of Black Knight common stock will be voted for the merger and other proposals.

Q:
Can I change my vote after I have delivered my proxy?

A:
Yes. If you are a record holder of Black Knight stock, you can change your vote by:

completing, signing and dating a new proxy card and returning it by mail so that it is received prior to the meeting;

voting via telephone or via the Internet by following the instructions provided on your proxy card;

sending a written notice to the Corporate Secretary of Black Knight that is received prior to the meeting stating that you revoke your proxy; or

attending the meeting and voting in person by legal proxy, if applicable.

    Internet and telephone voters may use the same procedure to revoke or change their votes as they used to cast their original votes. If your shares of Black Knight common stock are held in the name of a bank, broker or other fiduciary and you have directed such person(s) to vote your shares of Black Knight common stock, you should instruct such person(s) to change your vote or obtain a legal proxy to do it yourself. Telephone and internet voting will close at 11:59 p.m. Eastern time on the day before the meeting. Thereafter, voting (including revocation of proxies) can be made by mail or facsimile received prior to the meeting, or in person at the meeting.

Q.
Do I have appraisal rights?

A.
No. Black Knight shareholders do not have any appraisal rights in connection with the transactions.

Q.
When will the transactions occur?

A.
The transactions are expected to close by the end of the third quarter of 2017.

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Q.
How will shares of New Black Knight be distributed to me?

A.
Prior to the effective time, we will deposit with the exchange agent for your benefit the shares of New Black Knight common stock issuable to you in the BKFS merger. At the effective time, Black Knight 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.

Q:
Whom should I call with other questions?

A:
If you have questions about the transactions, the special meeting or if you need assistance in voting your shares, you should contact:

      if you are a Black Knight shareholder:

      Black Knight Financial Services, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Telephone: (904) 854-5100
      Attn: Michael L. Gravelle, Corporate Secretary

      if you are an FNF shareholder:

      Fidelity National Financial, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Telephone: (904) 854-8100
      Attn: Michael L. Gravelle, Corporate Secretary

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SUMMARY

        This document is a proxy statement of Black Knight and a prospectus of New Black Knight. 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, including the Annexes and the other documents we have referred you to, including in particular copies of the merger agreement and the reorganization agreement that are attached to this proxy statement/prospectus as Annex A and Annex B, respectively. See "Where You Can Find More Information" on page 195.

The Companies (see page 48)

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's 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

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insurance underwriters—Fidelity National Title Insurance Company, Chicago Title Insurance Company, 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 spin-off, 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

        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

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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 50)

The Separation (see page 50)

        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 Mergers (see page 51)

        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 79)

        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;

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    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 in connection with the spin-off and the registration statement of New Black Knight on Form S-4, of which this proxy statement/prospectus forms a part;

    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 have a "material adverse effect" on New BKH;

    Black Knight's receipt of an opinion from Deloitte Tax LLP, which we refer to as 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 Internal Revenue Code, which we refer to as 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.

Termination (see page 81)

        The merger agreement may be terminated:

    by mutual consent of the parties;

    by any of the parties if the merger has not been completed by March 8, 2018, subject to certain extension rights;

    by any of the parties if the merger is 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 88)

        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.

Black Knight's Reasons for the Transactions (see page 61)

        In the course of reaching their decision to approve and declare advisable the merger agreement and the transactions contemplated thereby, the Black Knight Special Committee considered a number

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of factors in their deliberations. Those factors are described in "The Transactions—Black Knight's Purpose and Reasons for the Transactions", "Recommendation of the Black Knight Special Committee—Recommendation of the Special Committee".

FNF's Reasons for the Transactions (see page 65)

        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 67)

        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.

Certain Material U.S. Federal Income Tax Consequences of the Mergers (see page 68)

        A U.S. holder who exchanges Black Knight 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 U.S. 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 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 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 common stock or New BKH common stock surrendered therefor.

Board of Directors and Management of New Black Knight (see page 66)

        The directors of New Black Knight following the mergers will consist of the following six members that 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 68)

        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 Transactions (see page 66)

        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.

Special Meeting (see page 191)

        Time, Date, Place.    The special meeting of shareholders will be held at 10:00 a.m., local time, on September 27, 2017, at 601 Riverside Avenue, Jacksonville, Florida 32204.

        Record Date.    Only shareholders of record at the close of business on August 14, 2017, as shown in our records, will be entitled to vote, or to grant proxies to vote, at the special meeting. Each share of Black Knight common stock is entitled to one vote. As of the record date, there were 153,479,930 shares of Black Knight common stock outstanding and entitled to vote at the special meeting.

Required Vote (see page 192)

        To approve the merger proposal, (i) the 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) 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 the officers or directors of the FNF affiliated shareholders, voting together as a single class and entitled to vote thereon, in each case must vote in favor of adopting the merger agreement and approving the mergers. Because approval of the merger proposal requires the affirmative vote of a majority of shares outstanding and the affirmative vote of a majority of shares outstanding that are not owned, directly or indirectly, by the FNF affiliated shareholders or the officers or directors of the FNF affiliated shareholders, a Black Knight shareholder's failure to vote or abstention will have the same effect as a vote against the merger proposal.

        To approve the proposal to adjourn the special meeting, if necessary, a majority of the shares of Black Knight common stock present in person or represented by proxy at the special meeting and entitled to vote must vote in favor of such proposal.

        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.

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No Rights of Dissenting Shareholders (see page 68)

        Under Delaware law, you will not have dissenters' or appraisal rights in connection with the mergers or the transactions.

Recommendation of the Black Knight Special Committee

        The Black Knight Special Committee has approved and declared advisable the merger agreement, and recommends that the Black Knight shareholders vote FOR the proposal to adopt the merger agreement.

Visual Representation of the Transactions

Pre-Transaction Structure

GRAPHIC

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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.

GRAPHIC

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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.

GRAPHIC

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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.

GRAPHIC

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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.

GRAPHIC

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SELECTED 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 proxy statement/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 92 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 proxy statement/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 proxy statement/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  
 
   
 
 
  Six months
ended
June 30,
(Unaudited)
   
   
   
   
   
 
 
   
   
   
   
   
 
 
  Year ended December 31,    
  Period from
October 16, 2013
through
December 31, 2013
 
 
   
 
 
  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    
   
   
 

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, 2013  
 
  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 proxy statement/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 proxy statement/prospectus.

 
   
  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 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.


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  

(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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PER SHARE MARKET PRICE AND DIVIDEND INFORMATION OF BLACK KNIGHT

        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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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.

        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 Black Knight Class B common stock and BKFS LLC Units beneficially owned by FNF prior to the separation.

        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. 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.

        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

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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 proxy statement/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 proxy statement/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 proxy statement/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 proxy statement/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 Data
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  

        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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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.

(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  

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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 )
    (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.

    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.

    (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.

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RISK FACTORS

        In considering whether to vote for adoption of the agreement and plan of merger, you should consider carefully the following risks or investment considerations related to the transactions, in addition to the other information in this proxy statement/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 proxy statement/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.

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Holders of FNF Group common stock who are not directors, officers or affiliates of FNF may elect to sell the New 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 Internal Revenue Service, which we refer to as the IRS, in connection with the spin-off, and the spin-off is conditioned upon the receipt by FNF of the opinion of Deloitte Tax, tax advisor to FNF, 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. 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. Black Knight 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, New Black Knight will be obligated to indemnify FNF for (i) any action by New Black Knight or any of its subsidiaries, or the failure to take any action within

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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, 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.

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        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 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

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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.

        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

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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

    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

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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 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.

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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

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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 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.

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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 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

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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.

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

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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 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.

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        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 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

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

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.


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        The statements contained in this Form S-4 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 Black Knight 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 Black Knight 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 Black Knight 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 stockholder 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 our information systems;

    our ability to maintain and grow our relationships with our customers;

    limitation of our growth due to the time and expense associated with switching from competitors' software and services;

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    providing credits or refunds for prepaid amounts or contract terminations in connection with our service level commitments;

    our ability to offer high-quality technical support services;

    changes to the laws, rules and regulations that affect our and our customers' businesses;

    consolidation in our 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;

    our clients' relationships with GSEs;

    our ability to adapt our services to changes in technology or the marketplace;

    our ability to compete effectively;

    risks associated with the availability of data;

    our ability to protect our proprietary technology and information rights;

    the effects of our substantial leverage on our ability to make acquisitions and invest in our business;

    infringement on the proprietary rights of others by our applications or services;

    our ability to successfully integrate strategic acquisitions;

    our reliance on third parties;

    our dependence on our ability to access data from external sources;

    our international operations and third-party service providers;

    our ability to develop widespread brand awareness cost-effectively;

    system failures, damage or interruption with respect to our 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;

    our substantial indebtedness and any additional significant debt we incur;

    the adequacy of our risk management policies and procedures;

    our ability to achieve our growth strategies; and

    litigation, investigations, subpoenas or other actions against us.

        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-4. Any forward-looking statement made by us in this Form S-4 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.

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Additional Information

        Our website address is www.bkfs.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.


THE COMPANIES

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 and 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 believes it 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's 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, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of

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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 spin-off, that was organized in the State of Delaware on February 3, 2017 for the purpose of holding shares of Black Knight and New BKH following the mergers and serving as the new public company parent of Black Knight. Following the transactions, it is expected that New Black Knight's common stock will be listed on NYSE.

New BKH Corp.

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

        New BKH Corp., which we refer to as New BKH, 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 and 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

        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.

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.

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THE TRANSACTIONS

        This section of the proxy statement/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 proxy statement/prospectus, including the full text of the merger agreement and the reorganization agreement, which are attached as Annex A and Annex B, respectively, 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 proxy statement/prospectus and important business and financial information about Black Knight is incorporated into this proxy statement/prospectus by reference. See "Where You Can Find More Information".

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 proxy statement/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.

        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 Black Knight Class B common stock and BKFS LLC Units beneficially owned by FNF prior to the separation.

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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.

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.

Background of the Transactions

        FNF has been the largest and sole controlling shareholder of Black Knight since January 2014, after it acquired Lender Processing Services, Inc., which we refer to as LPS, and subsequently effected a series of transactions, which we refer to as the Internal Reorganization and the Offering Reorganization, each as described in further detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our History" resulting in the current structure of Black Knight.

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        During the month of November 2016, FNF began to consider a possible distribution of its shares of Class B common stock and BKFS LLC Units to holders of FNF Group common stock.

        On December 6, 2016, the board of directors of FNF met to consider and evaluate the possible distribution of its shares of Class B common stock and BKFS LLC Units to holders of FNF Group common stock. At this meeting, Brent B. Bickett, Executive Vice President of FNF, and Michael L. Gravelle, General Counsel of FNF described the contemplated structure of the distribution, the anticipated timing of completion of the distribution, and the benefits and considerations of effecting such a distribution. Members of the FNF board of directors discussed certain benefits of the distribution, including, among other things, the anticipated tax-free treatment of the distribution, increased trading liquidity in New Black Knight and the elimination of the overhang and price disruptions in Black Knight's common stock, as well as certain considerations, including the need to refinance the Senior Notes subject to an FNF guarantee. Following such discussions, the board of directors of FNF approved FNF's proposed distribution of the shares of Class B common stock and BKFS LLC Units to holders of FNF Group common stock and authorized the management of FNF to issue a press release to that effect.

        On December 7, 2016, FNF issued a press release announcing that the board of directors of FNF had approved a plan, which was anticipated to be tax-free, whereby it intended to distribute its shares of Class B common stock and BKFS LLC Units to holders of FNF Group common stock. FNF noted in the press release that the contemplated distribution of its shares of Class B common stock and BKFS LLC Units would be subject to the receipt of a private letter ruling from the Internal Revenue Service approving certain aspects of such distribution, which we refer to as the IRS private letter ruling, the filing with, and acceptance by, the SEC of a registration statement for both the Black Knight and FNF transactions, the refinancing of the Senior Notes on reasonable terms, the approval of the shareholders of Black Knight and other customary closing conditions. In terms of structure, FNF also disclosed that its plan of distribution contemplated that FNF would distribute shares of the common stock of Black Knight Holdings, Inc., a wholly-owned subsidiary of FNF which we refer to as BKHI, to holders of FNF Group common stock and immediately thereafter merge BKHI with Black Knight, with the distributed shares of BKHI common stock being exchanged for shares of Black Knight common stock. Following the issuance of the press release, a number of Black Knight shareholders contacted Black Knight's investor relations team to express their support for FNF's proposed transaction.

        During the month of January 2017, members of FNF's management, together with its outside legal counsel, Weil, Gotshal & Manges LLP, which we refer to as Weil, and outside tax advisors, Deloitte LLP, which we refer to as Deloitte Tax, evaluated potential alternative structures for the contemplated transactions and prepared drafts of the merger agreement, reorganization agreement, tax matters agreement and related ancillary agreements reflecting FNF's terms for the proposed transactions. During the course of these discussions and in consultation with Weil, Deloitte Tax, and members of Black Knight's and FNF's management, FNF determined that the optimal structure for the proposed transactions would involve the formation of a new entity by BKHI, New BKH, into which BKHI would contribute the shares of Class B common stock and BKFS LLC Units owned by BKHI. Following such contribution, BKHI would convert into a limited liability company and then distribute its equity interest in New BKH to FNF, which FNF would then distribute on a pro rata basis to the holders of FNF Group common stock in a tax-free spin-off. New BKH also would form a new entity, New Black Knight, which in turn would form two new subsidiaries, Merger Sub One and Merger Sub Two. Immediately following the spin-off, New BKH would merge with Merger Sub One and Black Knight would merge with Merger Sub Two, and each such merger would be intended to qualify for tax-free treatment. In the mergers, holders of FNF Group common stock and holders of shares of Class A common stock of Black Knight would receive shares of New Black Knight on a one-to-one exchange ratio basis, as further described in "—The Mergers".

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        On January 27, 2017, Deloitte Tax submitted a request for the IRS private letter ruling on behalf of FNF. In addition to certain other matters unrelated to the contemplated distribution of New BKH to the holders of FNF Group common stock, the IRS private letter ruling sought a ruling from the IRS with respect to certain aspects of the contemplated transactions which support the conclusion that the distribution will be tax-free to FNF and the holders of FNF Group common stock.

        On January 31, 2017, the Black Knight board of directors formed a special committee comprised of disinterested directors to evaluate FNF's proposed transaction. The Black Knight board of directors then discussed the proposed transactions and the benefits of appointing a special committee. The Black Knight board of directors unanimously resolved to appoint Ganesh B. Rao and David K. Hunt as members of a special committee, which we refer to as the Black Knight Special Committee, and formally adopted resolutions establishing the Black Knight Special Committee. Such resolutions empowered the Black Knight Special Committee to: (i) make such investigation of the transactions as the Black Knight Special Committee deems appropriate; (ii) evaluate the terms of the proposed transactions; (iii) negotiate with FNF and its representatives any elements of the proposed transactions; (iv) submit an agreement and plan of merger relating to the proposed transactions to Black Knight's shareholders and recommend that they approve and adopt such agreement; (v) determine to elect not to pursue the proposed transactions; and (vi) take all such other actions as may be necessary or appropriate for the Black Knight Special Committee to discharge its duties. The resolutions also authorized the Black Knight Special Committee to retain legal counsel, financial advisors and such other agents as the Black Knight Special Committee deemed necessary or desirable in connection with its consideration of the proposed transactions.

        Following the formation of the Black Knight Special Committee, the members of the Black Knight Special Committee had regular discussions between the members on an informal basis and met separately without any other directors present. In particular, the members of the Black Knight Special Committee determined that it would be advisable to retain outside counsel with experience in transactions of this kind. Following discussion, the members of the Black Knight Special Committee discussed retaining Kirkland & Ellis LLP, which we refer to as Kirkland & Ellis, as outside legal counsel to the Black Knight Special Committee. Mr. Rao indicated that he would contact Kirkland & Ellis about representing the Black Knight Special Committee and subsequently contacted a representative of Kirkland & Ellis regarding the engagement.

        On March 15, 2017, a representative of FNF circulated drafts of the merger agreement, reorganization agreement, corporate services agreement, tax matters agreement, THL interest exchange agreement, and New Black Knight certificate of incorporation and bylaws to the members of the Black Knight Special Committee, together with an initial draft of the New Black Knight registration statement on Form S-4.

        On March 17, 2017, the members of the Black Knight Special Committee and representatives of Kirkland & Ellis had an introductory call with a representative of FNF, during which FNF explained to the Black Knight Special Committee and Kirkland & Ellis the transaction agreements and the negotiated form precedents that were used for the agreements to simplify the negotiation of FNF's proposed transaction. Based on the then current preliminary timeline, FNF indicated its hope to complete the negotiation of the transaction agreements and have the Black Knight Special Committee make a recommendation to the Black Knight board of directors by mid-April 2017.

        On March 24, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis participating. At the meeting, the Black Knight Special Committee discussed several organizational matters, including basic procedures to be followed by the Black Knight Special Committee. The representatives of Kirkland & Ellis provided an update on several legal considerations for the Black Knight Special Committee, including the fiduciary obligations of its members with respect to any transaction with FNF and how the terms of any transaction agreements

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with FNF could affect those obligations. The representatives of Kirkland & Ellis reminded the Black Knight Committee that it had the authority to recommend FNF's proposed transaction, to not recommend FNF's proposed transaction or to negotiate the terms of FNF's proposed transaction to be more favorable for Black Knight's shareholders (other than FNF and its affiliates). The representatives of Kirkland & Ellis also discussed with the Black Knight Special Committee the various roles a financial advisor could have, including the types of services it could provide and the qualifications that should be considered in selecting a financial advisor. The Black Knight Special Committee also discussed the scope of mandate and fee structure for such engagement. After discussion, the Black Knight Special Committee agreed to meet and interview in the following weeks two financial advisor candidates who could assist the Black Knight Special Committee in its evaluation of FNF's proposed transaction. The Black Knight Special Committee also discussed with representatives of Kirkland & Ellis a potential process for conducting due diligence and evaluating the terms of FNF's proposed transaction following the selection of a financial advisor, including whether or not to recommend FNF's proposed transaction.

        On March 31, 2017, a representative of FNF circulated a revised draft of the corporate services agreement to the Black Knight Special Committee and Kirkland & Ellis, which draft reflected additional input from Black Knight's and FNF's respective legal and finance teams.

        On March 31 and April 3, 2017, the Black Knight Special Committee held two telephonic meetings to interview two financial advisor candidates, with representatives of Kirkland & Ellis in each case participating. At each meeting, the potential financial advisor candidates addressed, and responded to questions from the Black Knight Special Committee concerning the firms' and proposed team members' respective experience with special committee representations, their relevant industry experience, their current and prior relationships with FNF, Black Knight and their respective affiliates, their initial perspectives on the Black Knight Special Committee's evaluation of FNF's proposed transaction and potential avenues to improve the terms of FNF's proposed transaction to be more favorable for Black Knight's shareholders (other than FNF and its affiliates).

        On April 2, 2017, a representative of FNF circulated to Kirkland & Ellis and the Black Knight Special Committee a further revised draft of the tax matters agreement, which contained additional changes to allow Black Knight to implement its already-announced share repurchase program after the closing of FNF's proposed transaction.

        On April 3 and April 4, 2017, the Black Knight Special Committee held two telephonic meetings, with representatives of Kirkland & Ellis in each case participating, to discuss the qualifications and experiences of each of the financial advisor candidates it had previously interviewed. The Black Knight Special Committee and representatives of Kirkland & Ellis discussed the proposed role and responsibilities of a financial advisor. In particular, the Black Knight Special Committee concluded that, if FNF's proposed transaction were to proceed, it would be helpful to communicate with Black Knight shareholders about the benefits of the transaction and address any short-term trading effects on Black Knight's shares, and believed that the financial advisors could assist the Black Knight Special Committee to that effect. After discussion, the Black Knight Special Committee agreed that both candidates were well qualified to provide independent financial advice to the Black Knight Special Committee, and, after discussion, directed a member of the Black Knight Special Committee to request additional information and fee proposals from each of them.

        On April 4, 2017, representatives of Kirkland & Ellis informed representatives of Weil that the Black Knight Special Committee was in the process of diligently interviewing financial advisor candidates and that the Black Knight Special Committee would begin the negotiation discussions with FNF after such financial advisor was retained.

        Between April 4 and April 8, 2017, the members of the Black Knight Special Committee and representatives of Kirkland & Ellis communicated via phone and email to discuss the various fee

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proposals received from each of the financial advisor candidates, and on April 8, 2017, the members of the Black Knight Special Committee decided to select Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, to serve as financial advisor to the Black Knight Special Committee in connection with FNF's proposed transaction. Following negotiation, the engagement letter between the Black Knight Special Committee and Goldman Sachs was entered into on May 9, 2017.

        On April 10, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis and Goldman Sachs participating. At the meeting, representatives of Kirkland & Ellis provided the Black Knight Special Committee and Goldman Sachs with an overview of FNF's proposed transaction, as well as the status thereof, and discussed with Goldman Sachs several organizational matters, including basic procedures to be followed by the Black Knight Special Committee's advisors. Representatives of Goldman Sachs shared their preliminary views on FNF's proposed structure and the terms of the tax matters agreement. The Black Knight Special Committee then directed Kirkland & Ellis and Goldman Sachs to work on a due diligence request list with respect to Black Knight and FNF.

        On April 11, 2017, a representative of FNF circulated a draft of the non-competition agreement to Kirkland & Ellis and the Black Knight Special Committee, which proposed to restrict New Black Knight and its subsidiaries from providing certain real estate settlement services, but excluded technology solutions for such real estate settlement services.

        On April 13, 2017, Weil delivered drafts of the sale promotion agreement and reverse corporate services agreement to Kirkland & Ellis. The draft sale promotion agreement contemplated that FNF and its subsidiary, ServiceLink Holdings, LLC, which we refer to as ServiceLink, would promote certain Black Knight products and services and that Black Knight would promote certain FNF and ServiceLink products and services. The reverse corporate services agreement contemplated the provision of certain services by Black Knight on behalf of FNF and included terms and conditions consistent with the draft corporate services agreement delivered to the Black Knight Special Committee on March 15, 2017.

        On April 14, 2017, Kirkland & Ellis and Weil discussed certain aspects of FNF's proposed structure and Kirkland & Ellis proposed certain changes to some of the steps contemplated by the parties to occur following the mergers.

        Later on April 14, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis and Goldman Sachs participating. The Black Knight Special Committee invited the Chief Financial Officer of Black Knight, to participate. At the meeting, representatives of Kirkland & Ellis walked the Black Knight Special Committee through a summary of the main terms and conditions of the draft transaction documents proposed by FNF. The Black Knight Special Committee acknowledged that, consistent with its role and authority, comments to the draft transaction agreements should intend to achieve a fair outcome for, and avoid any coercion of, Black Knight's shareholders (other than FNF and its affiliates) and limit the amount of risks Black Knight should bear in connection with FNF's proposed transaction. After discussion with its legal and financial advisors, it was the Black Knight Special Committee's view that (i) FNF's proposed transaction should be conditioned on the approval of a majority of Black Knight's shareholders other than FNF and its affiliates (so-called "majority-of the minority" standard), (ii) the Black Knight Special Committee should be granted authority over communications to Black Knight shareholders during the interim period between signing and closing of the proposed transaction, (iii) FNF's condition to closing with respect to the receipt of a tax opinion regarding the tax-deferred status of the New BKH merger should be satisfied if such tax opinion is delivered by Deloitte or any other nationally recognized accounting firm or law firm, (iv) the "no litigation" conditions should be deleted and only a temporary restraining order preventing the consummation of the mergers should be acceptable, (v) FNF should pay 100% of Black Knight's costs and expenses incurred in connection with FNF's proposed transaction and (vi) certain representations and warranties and interim operating covenants should be added. In

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addition, the Black Knight Special Committee proposed that, with respect to the draft tax matters agreement, (i) the limitations in the restrictive covenants be narrowed so that New Black Knight has more freedom to operate post-closing, including by undertaking stock buybacks and stock issuances, and (ii) neither Black Knight nor New Black Knight would have any indemnification obligations for any taxes resulting from the spin-off being a taxable transaction (so-called "no-fault" provision). The Black Knight Special Committee also discussed the fact that FNF had a contractual right to exchange their Class B common stock and BKFS LLC Units into Class A common stock on a one-to-one exchange ratio and that, as a result, the merger exchange ratio which was proposed by FNF in the merger agreement was consistent with FNF's existing contractual provisions. As a result, the Black Knight Special Committee decided that it would not be advisable or justified to seek to negotiate that term. The Black Knight Special Committee also requested input from the Chief Financial Officer of Black Knight regarding the effects any of the proposed commercial agreements would have on Black Knight's business. At the end of the meeting, the Black Knight Special Committee directed Kirkland & Ellis to draft a comments memorandum reflecting the positions of the Black Knight Special Committee.

        On the evening of April 14, 2017, as discussed with the Black Knight Special Committee, representatives of Kirkland & Ellis sent to certain members of Black Knight's management an initial due diligence request list relating to Black Knight and FNF that it had prepared together with Goldman Sachs.

        On April 17 and April 18, 2017, the Black Knight Special Committee, as well as representatives of Goldman Sachs, reviewed and commented on the draft of the comments memorandum that Kirkland & Ellis had prepared based on the Black Knight Special Committee's guidance at its prior meeting. On the evening of April 18, 2017, Kirkland & Ellis sent the comments memorandum to Weil.

        On April 20, 2017, representatives of Goldman Sachs and Kirkland & Ellis participated in a conference call with Black Knight management to obtain a better understanding of Black Knight's business, based on the due diligence list that was provided by Kirkland & Ellis earlier that week. Later that day, representatives of Goldman Sachs and Kirkland & Ellis were also provided access to a data room set up by Black Knight.

        On April 22, 2017, after discussing the issues raised in the April 18th comments memorandum with representatives of FNF as well as a proposal that Deloitte Tax, instead of Kirkland & Ellis, deliver the tax opinion relating to the tax-free status of the BKFS merger, Weil delivered an annotated version of the April 18th comments memorandum to Kirkland & Ellis, which reflected FNF's responses to the issues raised by agreeing to a number of the requests made by the Black Knight Special Committee, including on (i) a majority of the minority voting standard (but only if each of the affiliates and co-investors of THL agreed to execute a voting agreement in support of the proposed transaction) and (ii) Black Knight making reciprocal commitments regarding obtaining a tax opinion in support of the tax-free nature of the transactions. However, FNF (i) did not agree on the Black Knight Special Committee's proposed role between signing and closing but suggested to work cooperatively with the Black Knight Special Committee regarding communications, (ii) pushed back to share the SEC registration filing fees equally with Black Knight, and (iii) rejected the proposal regarding allocation of certain tax liabilities arising from the spin-off and the requested relaxation of certain covenants in the tax matters agreement. FNF also noted that the refinancing of the Senior Notes would not be a condition to the closing of FNF's proposed transaction, as such refinancing would be completed in the following days.

        On April 25, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis and Goldman Sachs participating, to discuss FNF's responses to the comments memorandum. Among the issues discussed were those specifically relating to the merger agreement and the tax matters agreement. In particular, the Black Knight Special Committee discussed FNF's positions in the tax matters agreement, including FNF's refusal to agree on the no-fault

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provision and the other limitations in the restrictive covenants that the Black Knight Special Committee had proposed. The Black Knight Special Committee discussed the risks and benefits of these provisions and alternatives that it could seek, discussing in particular market precedent for similar terms. The Black Knight Special Committee then agreed to discuss certain provisions of the post-closing commercial agreements with the Company's management in order to assess how such provisions would impact the Company's future operations. At the end of the meeting, the Black Knight Special Committee instructed the representatives of Kirkland & Ellis to provide it with a markup of the draft transaction agreements which would reflect the Black Knight Special Committee's discussions and to solicit input from Black Knight's Chief Financial Officer on selected business-specific provisions in the agreements. Finally, the Committee instructed Kirkland & Ellis and Goldman Sachs to have a further discussion with FNF's advisors regarding the covenants included in the tax matters agreement.

        On April 26, 2017, Black Knight issued a press release announcing that one of its indirect subsidiaries had entered into an amendment to its senior secured credit facility and completed the redemption of the Senior Notes referenced in the December 7, 2016 FNF press release.

        On April 27, 2017, representatives of Kirkland & Ellis discussed with representatives of Weil on several occasions potential changes to the tax matters agreement and also received clarifications on the intent of certain changes proposed by FNF in the revised comments memorandum. As a result of these discussions, FNF agreed that neither Black Knight nor New Black Knight would have any indemnification obligations for any taxes resulting from the spin-off being a taxable transaction. Over the next days, the Black Knight Special Committee, representatives of Goldman Sachs and Kirkland & Ellis communicated via phone and email about the discussions they had been having on the tax matters agreement regarding the interim covenants.

        On May 1, 2017, the Black Knight Special Committee communicated with representatives of Kirkland & Ellis via phone and email about the proposed terms of Goldman Sachs's engagement letter which had been received on April 20, 2017. After discussion, the Black Knight Special Committee directed representatives of Kirkland & Ellis to send a revised version of the engagement letter to Goldman Sachs.

        On May 3, 2017, the board of directors of Black Knight met to review, among other things, FNF's proposed transaction and the terms of the transaction agreements as currently drafted and to receive an update from the members of the Black Knight Special Committee regarding their evaluation of FNF's proposed transaction and the transaction agreements. At the meeting, the management of Black Knight reviewed the structure of FNF's proposed transaction, the material terms of the merger agreement and the other transaction documents, each of which had been described in greater detail in the board materials previously provided to the Black Knight board of directors. The members of the Black Knight Special Committee provided an update to the Black Knight board of directors regarding their evaluation of the proposed transaction and remaining work. Following the presentation by the management of Black Knight and the update from the Black Knight Special Committee, the members of the Black Knight board of directors discussed FNF's proposed transaction and determined to defer a determination as to the advisability of FNF's proposed transaction until the Black Knight Special Committee had completed its work and made a recommendation to the Black Knight board of directors.

        Later that same day, on May 3, 2017, the board of directors of FNF met to consider, among other things, the approval of FNF's proposed transaction and the delegation of authority to certain members of management of FNF to finalize the terms of the transaction agreements and to cause FNF to enter into the merger agreement and reorganization agreement. At the meeting, the management of FNF reviewed the structure of FNF's proposed transaction, the material terms of the merger agreement, the reorganization agreement and the other transaction documents, each of which had been described in greater detail in the board materials previously provided to the board of directors of FNF. Following

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the presentation by the management of FNF, the members of the board of directors of FNF discussed the benefits of the proposed transaction and the risks associated with FNF's proposed transaction, following which the board of directors of FNF determined to defer a determination as to the advisability of FNF's proposed transaction until the Black Knight Special Committee had completed its work and made a recommendation to the Black Knight board of directors.

        On May 4, 2017, following conference calls with representatives of FNF, Weil held a conference call with Kirkland & Ellis during which the remaining outstanding issues relating to the tax matters agreement were resolved.

        On May 5, 2017, the Black Knight Special Committee communicated with representatives of Kirkland & Ellis via phone and email about the status of the outstanding issues, process and timeline for a determination with respect to FNF's proposed transaction. The Black Knight Special Committee then instructed Kirkland & Ellis to finalize the markups of the merger agreement, the reorganization agreement, the tax matters agreement, the New Black Knight bylaws and the New Black Knight certificate of incorporation, in each case based on the Black Knight Special Committee's previous guidance.

        On May 6, 2017, Kirkland & Ellis delivered comments to each of the merger agreement, the reorganization agreement, the tax matters agreement, the New Black Knight bylaws and the New Black Knight certificate of incorporation that reflected the Black Knight Special Committee's views and other changes favorable to Black Knight's shareholders (other than FNF and its affiliates). The changes reflected a number of the points agreed between the parties in connection with the responses to the comments memorandum and certain open issues, including, among others: (i) revisions to the FNF indemnity under the reorganization agreement, (ii) a covenant by FNF to use commercially reasonable efforts to obtain the tax opinion and the IRS private letter ruling, (iii) that Black Knight only be responsible for 50% of the filing fees incurred in connection the S-4 registration statement filing by New Black Knight, (iv) that the Black Knight Special Committee have exclusive authority regarding Black Knight shareholder communications, and (v) and certain other drafting changes to the transaction documents.

        On May 7, 2017, following a conference call with representatives of FNF, Weil prepared and delivered comments to the draft transaction documents to Kirkland & Ellis reflecting responses from FNF, including, among other things: (i) revisions to the materiality thresholds of certain representations and warranties; (ii) the equal sharing of filings fees relating to the registration statements to be filed by New Black Knight and New BKH; (iii) that FNF would consult with the Black Knight Special Committee and give it and its advisors an opportunity to review and comment on all communication materials; and (iv) revising the parties' respective indemnification obligations to be mutual and matching.

        On May 8, 2017, representatives of FNF, Weil, the Black Knight Special Committee, Kirkland & Ellis and Deloitte Tax held a conference call to discuss the April 14 proposal by Kirkland & Ellis relating to changes to certain steps contemplated by the parties following the mergers. The parties were unable to reach a consensus and agreed to consider the matter further.

        On May 9, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis participating, to discuss the revised terms of Goldman Sachs's engagement letter which had been received the day before. The Black Knight Special Committee then agreed on the revised version of the engagement letter. The Black Knight Special Committee also discussed the revised drafts of the merger agreement and the reorganization agreement which had been received from representatives of Weil on May 7, 2017. After discussion, the Black Knight Special Committee agreed to FNF's position regarding the allocation of expenses and role of the Black Knight Special Committee between the signing and the closing of the transactions. However, they identified items that they did not find acceptable, including on the scope of antitrust filings (which the Black

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Knight Special Committee believed should cover ex-US countries) and expenses relating to such filings, and asked representatives of Kirkland & Ellis to request more information relating to post-closing tail insurance. After the meeting, Goldman Sachs executed an engagement letter with the Black Knight Special Committee and Black Knight.

        Later on May 9, 2017, representatives of Weil and Kirkland & Ellis held a conference call during which Weil informed Kirkland & Ellis that the comments to the merger agreement, reorganization agreement and tax matters agreement were generally accepted. The representatives of Kirkland & Ellis also stated that the non-competition agreement and sale promotion agreement remained open and subject to discussion by the business parties. Later that day, Kirkland & Ellis delivered revised drafts of the merger agreement and reorganization agreement to Weil reflecting the comments from the Black Knight Special Committee discussed earlier that day.

        On May 10, 2017, FNF issued a press release announcing that it had received the IRS private letter ruling supporting the conclusion that the distribution will be tax-free to FNF and the holders of FNF Group common stock.

        On May 11, 2017, representatives of Goldman Sachs and Kirkland & Ellis participated in a conference call with Black Knight management and other employees to ask for updates on Black Knight's business. From May 11 to June 7, 2017, Black Knight continued to make information available in the data room that it had set up, and provided information in response to requests.

        Later on May 11, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis participating, to discuss the status of the draft non-competition agreement. At the meeting, the members of the Black Knight Special Committee informed the representatives of Kirkland & Ellis of their earlier discussion with managements of both FNF and Black Knight, and the Black Knight Special Committee decided to propose certain exceptions to FNF's prohibitions to engage in certain transactions such as a merger, sale of assets, or sale of equity interests to a buyer engaged in certain restricted activities. Following the meeting, on May 12, 2017, representatives of Kirkland & Ellis provided FNF with a markup of the non-competition agreement.

        On May 13, 2017, a representative of FNF delivered a revised draft of the non-competition agreement to the members of the Black Knight Special Committee and representatives of Kirkland & Ellis.

        On May 15, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis participating, to discuss the revised version of the draft of the non-competition agreement that had been received from FNF on May 13, 2017. Representatives of Kirkland & Ellis noted that the Black Knight Special Committee had instructed the Black Knight management team to negotiate the key commercial terms therein with the FNF management team and to provide updates to the Black Knight Special Committee, and the Black Knight management team had informed the Black Knight Special Committee that, as drafted, the non-competition agreement would not interfere with Black Knight's existing business plans. At the end of the meeting, the Black Knight Special Committee directed the representatives of Kirkland & Ellis to arrange a call with representatives of FNF to discuss the remaining issues in the non-competition agreement.

        On May 16, 2017, representatives of FNF held a conference call with the Black Knight Special Committee to discuss the remaining issues in the non-competition agreement, including the percentage of revenue in a target company or acquiror that could relate to activities restricted under the terms of the non-competition agreement.

        On May 17, 2017, a representative of FNF delivered a revised draft of the non-competition agreement to Kirkland & Ellis. Later that day, Kirkland & Ellis, following discussion with members of the Black Knight Special Committee, delivered a revised draft of the non-competition agreement to FNF, which included comments limiting FNF's right to purchase that portion of a Black Knight

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after-acquired company or business that engages in an activity restricted by the non-competition agreement. Later that evening, a representative of FNF informed Kirkland & Ellis that the proposed changes were too restrictive and requested that the agreement revert to the prior language.

        On May 22 and 23, 2017, representatives of FNF, Black Knight and the Black Knight Special Committee exchanged emails regarding revisions to the terms of the non-competition agreement, including that New Black Knight would be allowed to acquire companies or businesses who derived less than 10% of their total revenue in the prior fiscal year from activities restricted by the non-competition agreement and that the acquisition of a company or business with revenues exceeding the 10% threshold would require the consent of FNF.

        On May 24, 2017, a representative of FNF delivered a revised draft of the non-competition agreement to Kirkland & Ellis reflecting the revised terms of the non-competition agreement discussed between the representatives of FNF, Black Knight and the Black Knight Special Committee the previous day.

        On May 26, 2017, a representative of FNF delivered a revised draft of the sales promotion agreement to a representative of the management of Black Knight, which draft removed certain specific commitments with respect to commercial products of Black Knight and certain subsidiaries of FNF.

        On May 30, 2017, a representative of FNF delivered a revised draft of the sales promotion agreement to Kirkland & Ellis and the Black Knight Special Committee, which reflected the input of representatives of management of both Black Knight and FNF.

        On May 31, 2017, representatives of Kirkland & Ellis confirmed to FNF that the revised terms of the non-competition agreement were acceptable to the Black Knight Special Committee.

        On June 7, 2017, the Black Knight Special Committee held a telephonic meeting, with representatives of Kirkland & Ellis and Goldman Sachs participating. Prior to the meeting, drafts of the transaction agreements were circulated to the Black Knight Special Committee. At the meeting, representatives of Kirkland & Ellis reported to the members of the Black Knight Special Committee on the most recent developments regarding the transaction structure and other negotiations, reviewed the terms of the agreements and summarized the final terms of the proposed transaction. The representatives of Kirkland & Ellis again reviewed with the Black Knight Special Committee its fiduciary duties in connection with its consideration of the transaction and reviewed with the Black Knight Special Committee the results of its due diligence review of Black Knight and FNF. The representatives of Goldman Sachs reviewed with the Black Knight Special Committee certain financial data related to Black Knight and the proposed transaction, including (i) historical stock price and trading volume data for Black Knight's Class A common stock, (ii) certain financial multiples for Black Knight and selected other publicly traded companies, (iii) research analyst commentary related to Black Knight, (iv) illustrative financial analyses for Black Knight, (v) data related to precedent spin-off transactions, including Safeway's spin-off of Blackhawk Network Holdings, Dean Foods' spin-off of WhiteWave Foods and Sunoco's spin-off of SunCoke, and (vi) Black Knight shareholder base data. All of this financial data was based on publicly available information, including Wall Street analyst consensus financial projections. Neither Black Knight nor FNF management provided any management financial projections or other information to Goldman Sachs in connection with the financial data compiled by Goldman Sachs. The Black Knight Special Committee then discussed the positive and negative factors concerning FNF's proposed transaction. In particular, they made reference to "Recommendation of the Black Knight Special Committee—Recommendation of the Special Committee". The Black Knight Special Committee then (i) determined that the transactions contemplated by the merger agreement, including the BKFS merger, and any related agreements entered into by the

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Company in connection therewith, which we refer to as the related agreements, are fair to, and in the best interests of, the Company and its stockholders (other than New BKH or any of its Affiliates, including, for the avoidance of doubt, FNF), (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, (iii) recommended that the Black Knight board of directors approve and declare advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, including the BKFS merger, and (iv) resolved to recommend approval of the merger agreement by the holders of shares of Black Knight's common stock.

        On June 8, 2017, following receipt of the recommendation of the Black Knight Special Committee, the board of directors of Black Knight unanimously adopted resolutions (i) determining that the transactions contemplated by the merger agreement, including the BKFS merger, and the related agreements are fair to, and in the best interests of, Black Knight and its stockholders (other than New BKH or any of its affiliates, including for the avoidance of doubt, FNF), (ii) approving and declaring advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, including the BKFS merger, and (iii) resolving to submit the merger agreement to a vote of the holders of shares of Black Knight's common stock and recommend approval of the merger agreement by the holders of shares of Black Knight's common stock.

        Also on June 8, 2017, the board of directors of FNF unanimously adopted resolutions approving and declaring advisable the merger agreement, the distribution of all of the shares of New BKH common stock to holder of FNF Group common stock and the related transactions. Black Knight, FNF, New Black Knight, New BKH, Merger Sub One and Merger Sub Two then executed the merger agreement and FNF, New BKH and BKHI executed the reorganization agreement.

        On June 9, 2017, before the opening of trading, Black Knight and FNF issued a joint press release announcing the execution of the merger agreement and the related agreements and each filed a Current Report on Form 8-K with the SEC relating to such matters.

Black Knight's Purpose and Reasons for the Transactions

        As a result of the transactions, (i) New Black Knight will become a public company and, through subsidiaries, will own the business and operations of Black Knight, (ii) Black Knight's shareholders (other than FNF) will hold substantially the same percentage of interest in New Black Knight as the economic interest that Black Knight's shareholders (other than FNF) held in BKFS LLC immediately prior to the transactions, (iii) FNF will have no interest in Black Knight or New Black Knight, and (iv) the broad base of shareholders of FNF will hold substantially the same percentage of interest in New Black Knight as the economic interest that FNF indirectly held in BKFS LLC.

        Black Knight's principal purposes and reasons for the transactions are:

    to eliminate FNF's majority control of the company's common stock and board of directors, as well as the majority control of the BKFS LLC Units;

    to simplify the financial reporting structure by eliminating the Up-C structure;

    to allow FNF to dispose of its majority stock ownership in the company in a manner that is less disruptive to the public trading market for the company's shares than open market sales;

    to increase the liquidity of the company's common stock through a significant increase in float;

    to afford Black Knight's shareholders (other than FNF and its affiliates) the opportunity to receive a control premium in any future change of control transaction involving the company;

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    to eliminate the market "overhang" that may result from FNF's ownership; and

    to become eligible for indices, for example, the S&P 400 and possibly the S&P 500, which could increase demand for Black Knight stock.

Recommendation of the Black Knight Special Committee

Recommendation of the Special Committee

        The Black Knight Special Committee, with the advice and assistance of Goldman Sachs and Kirkland & Ellis, its own independent legal and financial advisors, evaluated and negotiated the terms of the transactions over the course of almost three months of deliberations.

        On June 7, 2017, the Black Knight Special Committee unanimously (i) determined that the transactions contemplated by the merger agreement, including the BKFS merger, and any related agreements entered by Black Knight in connection therewith, which we refer to as the related agreements are fair to, and in the best interests of, Black Knight and its stockholders (other than New BKH or any of its affiliates, including, for the avoidance of doubt, FNF), (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, (iii) recommended that the Black Knight board of directors approve and declare advisable the execution, delivery and performance of the merger agreement and the related agreements and the consummation of the transactions contemplated therein, including the BKFS merger, and (iv) resolved to recommend approval of the merger agreement by the holders of shares of Black Knight's common stock.

        In reaching these determinations and recommendations, the Black Knight Special Committee consulted with Black Knight management and received advice from Goldman Sachs and Kirkland & Ellis, its own independent legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

    the transactions will increase Black Knight's independence of ownership and governance, eliminating FNF's majority control of Black Knight's common stock and the Black Knight's board of directors, as well as FNF's majority control of the BKFS LLC Units. Among other things, this controlling position creates the potential for conflicts of interest between FNF and other shareholders of Black Knight;

    the transactions will eliminate the market "overhang" resulting from FNF's approximately 54.29% ownership interest in Black Knight;

    the transactions may enhance the liquidity of Black Knight's common stock in the public trading market by increasing the float of New Black Knight's shares immediately after the transactions are completed as compared to the number of beneficial owners of Black Knight common stock prior to the transactions. Such liquidity of Black Knight's common stock may, in turn, provide a more effective tool for share repurchases and management compensation, and may be a powerful instrument in the mergers and acquisitions context. In addition, the New Black Knight shares issued to the FNF shareholders will be freely tradable, as compared to the Black Knight shares held by FNF, which are subject to restrictions under applicable securities laws;

    the financial analyses and presentation of Goldman Sachs, as presented to the Black Knight Special Committee on June 7, 2017, including the fact that, from the announcement of the transactions by FNF in December 2016 to such presentation, (i) Black Knight's stock price has increased by 7.0%, (ii) the three-month average daily trading volume increased by 73% and (iii) analysts' reactions have generally been positive;

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    the transactions will eliminate the Up-C structure of Black Knight, thereby eliminating the complexity of Black Knight's capital structure and the reporting and administrative burden of maintaining an additional class of equityholders in BKFS LLC;

    the transactions will allow FNF to dispose of its majority stock ownership in Black Knight and BKFS LLC in a manner that should be less disruptive to the public trading market for the shares of Black Knight's common stock than open market sales, and that should be less disruptive, overall, to the public trading market for the shares of Black Knight's common stock;

    if the transactions are not consummated, there is a risk that Black Knight's shareholders (other than FNF and its affiliates) will not have the opportunity to receive a control premium in any future change of control transaction involving Black Knight;

    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 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 likelihood that the transactions will be completed on a timely basis, including the likelihood that the merger will receive all necessary approvals without unacceptable conditions; and

    despite the complexity of the transactions, the overall end-result from a day-to-day business perspective will be substantially similar to the current one, and that the operations of Black Knight, its relationships with customers and employees should remained unchanged.

        The Black Knight Special Committee also considered the following uncertainties, risks and potentially negative factors in their deliberations concerning the transactions, which are not intended to be exhaustive and are not presented in any relative order of importance:

    the provisions of the merger agreement placing restrictions on Black Knight's operations during the period between the signing of the merger agreement and the completion of the transactions;

    the restrictions agreed to by New Black Knight under the tax matters agreement with FNF, including the restrictions that for the two-year period following completion of the transactions, and subject to certain exceptions, New Black Knight (i) will be prohibited from entering 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 equity interests and (ii) will be prohibited from selling or transferring, or ceasing to actively engage in, its active trade or business for purposes of Section 355(b) of the Code;

    the restrictions agreed to by New Black Knight under the non-competition agreement with FNF, including the restrictions that for the ten-year period following completion of the transactions, 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) 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;

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    the fact that, in the near-term after the closing of the transactions, there may be a risk of pressure on New Black Knight's stock price due to FNF Group shareholders being able to divest their investments in New Black Knight at their own discretion;

    the possible diversion of management's time and attention from Black Knight's ongoing business due to the substantial time and effort necessary to complete the transactions; and

    the fact that certain executive officers and directors of Black Knight have or may have interests with respect to the transactions in addition to their interests as shareholders of Black Knight. Please see "The TransactionsInterests of Certain Persons in the Transactions" beginning on page 66 for further information on these additional interests.

        The Black Knight Special Committee, concluded, however, that the uncertainties, risks and potentially negative factors relevant to the transactions were outweighed by the potential benefits.

        The Black Knight Special Committee also considered a number of factors relating to the procedural safeguards involved in the negotiation of the transactions, including those discussed below, each of which it believed supported its determination and recommendation and provided assurance of the fairness of the transactions to Black Knight's shareholders (other than FNF and its affiliates):

    the fact that the Black Knight Special Committee was established by the Black Knight's board of directors and was authorized and was exclusively delegated all the power and authority of the Black Knight's board of directors to investigate, evaluate and negotiate the transactions;

    the fact that the Black Knight Special Committee is comprised solely of disinterested directors, who are not officers or employees of Black Knight or representatives of FNF;

    the fact that the Black Knight Special Committee had no obligation to recommend that the Black Knight's board of directors approve the transactions, and had the power to "say no" to any proposal from FNF and/or to terminate any and all negotiations with FNF at any time;

    the fact that the Black Knight Special Committee met eleven times during the course of negotiations with FNF to discuss the status of the negotiations with FNF, to review the terms of the proposed merger agreement and the other agreements contemplated by the transactions and that during such time the Black Knight Special Committee had, together with Goldman Sachs and Kirkland & Ellis, its own independent legal and financial advisors, full access as needed to Black Knight management;

    the fact that the Black Knight Special Committee considered the scope of the due diligence investigation of Black Knight and FNF conducted by members of Black Knight management and Goldman Sachs and Kirkland & Ellis, its own independent legal and financial advisors, and evaluated the results thereof;

    the fact that, at the direction of the Black Knight Special Committee, with the assistance of Goldman Sachs and Kirkland & Ellis, its own independent legal and financial advisors, active negotiations occurred with representatives of FNF regarding the merger agreement and the other agreements contemplated by the transactions;

    the fact that, in its view, the material terms of the merger agreement and the other agreements taken as a whole, were reasonable for an arms'-length transaction of this type. In particular, the Black Knight Special Committee considered the representations and warranties made by FNF and Black Knight in the merger agreement, the restrictions on the operation of the Black Knight business from the signing of the merger agreement until the closing of the transactions and the other covenants of Black Knight in the merger agreement, the conditions to each party's obligation to complete the mergers and the rights of indemnification of each party to the merger agreement for losses as a result of breaches of the merger agreement;

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    the fact that the transactions are conditioned on the adoption of the merger agreement by shareholders holding at least a majority of the outstanding shares of Black Knight's common stock held by Black Knight's unaffiliated stockholders and that such condition is not waivable; and

    the fact that, under the merger agreement, the Black Knight Special Committee has the ability, under certain circumstances, to change, qualify, withhold, withdraw or modify its recommendations that stockholders vote to adopt the merger agreement.

The above discussion of the information and factors considered by the Black Knight Special Committee is not intended to be exhaustive, but indicates the material matters considered. In reaching its determination and recommendation, the Black Knight Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Special Committee may have considered various factors differently. The Black Knight Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Black Knight Special Committee may have given differing weights to differing factors. The Black Knight Special Committee based its unanimous recommendation on the totality of the information presented.

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

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      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;

    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

        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".

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;

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    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.

        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.

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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.

No Appraisal Rights

        Under Delaware law, Black Knight shareholders are not entitled to appraisal rights in connection with the BKFS merger.

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.


MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

        The following is a discussion of the material U.S. federal income tax consequences of the mergers to U.S. holders (as defined below) of Black Knight Class A common stock or New BKH common stock. This discussion constitutes the opinion of Deloitte Tax as to the material U.S. federal income tax consequences of the mergers to U.S. holders of Black Knight Class A common stock and FNF Group common stock.

        This discussion is based on the IRC, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this proxy statement/prospectus, all of which may change, possibly with retroactive effect. This discussion assumes that the mergers will be completed in accordance with the terms of the merger agreement. No ruling has been or will be sought from the IRS as to the U.S. federal income tax consequences of the mergers, and the following summary is not binding on the IRS or the courts. As a result, the IRS could adopt a contrary position, and such a contrary position could be sustained by a court.

        For purposes of this discussion, a "U.S. holder" is a beneficial owner of a share of Black Knight Class A common stock or New BKH common stock that is:

    a citizen or individual resident of the U.S.;

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S. or any political subdivision thereof;

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    an estate the income of which is subject to U.S. federal income tax regardless of its source; or

    a trust if (1) in general, the trust is subject to the supervision of a court within the U.S., and one or more U.S. persons have the authority to control all significant decisions of the trust or (2) has a valid election in effect to be treated as a U.S. person.

        This discussion does not purport to be a complete analysis of all potential U.S. federal income tax consequences of the mergers, and, in particular, does not address U.S. federal income tax considerations applicable to shareholders subject to special treatment under U.S. federal income tax law (including, for example, non-U.S. holders, brokers or dealers in securities, financial institutions, mutual funds, real estate investment trusts, insurance companies, tax-exempt entities, holders who hold Black Knight Class A common stock or New BKH common stock as part of a hedge, appreciated financial position, straddle, conversion transaction or other risk reduction strategy, holders who acquired Black Knight Class A common stock or New BKH common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, holders which are entities treated as partnerships or other pass-through entities for U.S. federal income tax purposes or investors in entities treated as partnerships or other pass-through entities for U.S. federal income tax purposes and U.S. holders liable for the alternative minimum tax). In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the mergers (whether or not such transactions occur in connection with the mergers), including, without limitation, the spin-off, the related separation transactions that precede the spin-off, or any exercise of an option or the acquisition or disposition of shares of Black Knight Class A common stock or New BKH common stock other than pursuant to the mergers. Also, this discussion does not address U.S. federal income tax considerations applicable to holders of options or warrants to purchase Black Knight Class A common stock or New BKH common stock. No information is provided herein with respect to the tax consequences of the mergers under applicable state, local or non-U.S. laws, or under any proposed Treasury regulations that have not taken effect as of the date of this proxy statement/ prospectus or the Medicare tax on net investment income. This discussion only addresses U.S. holders who hold shares of Black Knight Class A common stock or New BKH common stock as capital assets within the meaning of Section 1221 of the IRC.

        HOLDERS OF BLACK KNIGHT CLASS A COMMON STOCK OR NEW BKH COMMON STOCK ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGERS TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

        Neither Black Knight nor New BKH intends to seek a ruling from the IRS regarding the tax consequences of the mergers. Accordingly, the obligations of Black Knight and New BKH to consummate the mergers are conditioned on, among other things, (x) 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 (y) 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.

        Each of the foregoing tax opinions will be subject to customary qualifications and assumptions, including that the mergers will be completed according to the terms of the merger agreement. In rendering such tax opinions, tax advisors may require and rely upon certain representations, covenants and assumptions, including representations made by officers of New BKH, New Black Knight and

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Black Knight. If any of those representations, covenants or assumptions is inaccurate, then the tax consequences of the mergers could differ from those described below. Opinions of advisors do not bind the IRS or the courts nor preclude the IRS from adopting a contrary position. Accordingly, there can be no assurance that the IRS will not challenge such conclusions or that a court will not sustain such a challenge. The remainder of this discussion assumes that each of the mergers 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.

        U.S. Federal Income Tax Consequences to Black Knight Shareholders and the New BKH Shareholders Exchange of Black Knight Class A Common Stock or New BKH Common Stock for New Black Knight Common Stock.    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 either of the mergers will not recognize any gain or loss, for U.S. 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, as described below. 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.

        Receipt of Cash in Lieu of Fractional Shares.    If you receive cash in lieu of fractional shares of New BKH common stock, you will be treated as receiving such fractional shares in the spin-off and then selling such fractional shares for the amount of cash received. The sale will generally result in the recognition of capital gain or loss for U.S. federal income tax purposes, measured by the difference between the amount of cash received for such fractional shares and your tax basis in such fractional shares.

        Backup Withholding.    Under the IRC, if you are a non-corporate New BKH shareholder and you receive cash in lieu of fractional shares of New Black Knight common stock, pursuant to the New BKH merger, then you may be subject, under certain circumstances, to backup withholding at the rates provided for in the IRC with respect to such cash unless you provide proof of an applicable exemption or a correct taxpayer identification number, and otherwise comply with applicable requirements of the backup withholding rules. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided that you furnish the required information to the IRS.

        Information on the Mergers to Be Filed with Shareholders' Returns.    U.S. holders who receive New Black Knight common stock, and following the effective time of the mergers own New Black Knight common stock representing at least 5% of the total combined voting power or value of the total outstanding New Black Knight common stock, are required to attach to their tax returns for the year in which the mergers are consummated, and maintain a permanent record of, a complete statement that contains the information listed in Treasury regulation Section 1.351-3. Such statement must include the holder's aggregate fair market value and tax basis of the Black Knight Class A common stock or New BKH common stock surrendered in the exchange.

        Tax matters are very complicated, and the tax consequences of the mergers to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular U.S. federal, state, local, or foreign income or other tax consequences to you of the mergers.

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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 attached as Annex A to, and is incorporated by reference in, this proxy statement/prospectus. 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 proxy statement/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 proxy statement/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 sections "Description of Capital Stock of New Black Knight" and "Comparison of Rights of Shareholders Before and After the Transactions".

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

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    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 68.

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

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        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 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 proxy statement/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 proxy statement/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;

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    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;

    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 proxy statement/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

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agreement) or to agree to amend, modify, terminate or abandon the separation or any agreement or 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 proxy statement/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.

Role of the Black Knight Special Committee

        Prior to the effective time of the mergers, the Black Knight Special Committee will be consulted regarding matters involving communications in connection with the transactions contemplated by the merger agreement. In connection therewith, the Black Knight Special Committee and its legal and financial advisors will have an opportunity to review and comment on all communication materials, including materials for rating agency presentations, road shows, bank information memoranda and other customary marketing materials. The parties to the merger agreement will give reasonable and good faith consideration to the inclusion of comments provided by the Black Knight Special Committee or its legal or financial advisors.

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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;

    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 and the New Black Knight Form S-4, of which this proxy statement/prospectus forms a part, 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.

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        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.

        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

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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;

    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.

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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 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 attached as Annex B to, and is incorporated by reference in, this proxy statement/prospectus. 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 proxy statement/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 proxy statement/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

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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

    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.

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    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 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