Intercontinental Exchange Completes Acquisition of Black Knight and Announces Preliminary Results of Elections Made by Black Knight Stockholders in Connection with the Acquisition - Seite 2

The elections of Black Knight stockholders are subject to proration in accordance with the terms of the Merger Agreement, which is applicable in the event one form of merger consideration is undersubscribed or oversubscribed. The Merger Agreement provides that the aggregate amount of cash consideration will equal $10,505,000,000 (the “Cash Component”). The total number of shares of Black Knight common stock that will convert into the right to receive the Per Share Cash Consideration will equal the quotient, rounded down to the nearest whole share, of (i) the Cash Component divided by (ii) the Per Share Cash Consideration. All the remaining shares of Black Knight common stock not receiving the Per Share Cash Consideration will be converted into the right to receive the Per Share Stock Consideration.

As previously announced, the deadline for Black Knight stockholders to have made an election as to the form of consideration they wished to receive in connection with the acquisition was 5:00 p.m., Eastern Time, on September 1, 2023. Based on the information available as of the election deadline, the preliminary results for the election of merger consideration were as follows:

• holders of 61,205,562 shares of Black Knight common stock (which includes 13,982,224 shares that remain subject to guaranteed delivery procedures), or approximately 39% of the shares deemed outstanding for purposes of the election, elected to receive the Per Share Cash Consideration;

• holders of 52,660,646 shares of Black Knight common stock (which includes 27,329,938 shares that remain subject to guaranteed delivery procedures), or approximately 34% of the shares deemed outstanding for purposes of the election, elected to receive the Per Share Stock Consideration; and

• holders of 41,161,297 shares of Black Knight common stock, or approximately 27% of the shares deemed outstanding for purposes of the election, did not submit valid elections.

The foregoing results are preliminary only and subject to a notice of guaranteed delivery procedure. The final election results may therefore differ materially from the preliminary election results. Based on the preliminary results, the Per Share Stock Consideration is oversubscribed, Black Knight stockholders who elected to receive the Per Share Stock Consideration will be subject to proration and their shares are expected to be converted into the right to receive approximately 68% of the merger consideration payable to them in cash and approximately 32% in the form of ICE common stock. Black Knight stockholders who made valid elections to receive the Per Share Cash Consideration and any shares with respect to which an election was not made prior to the election deadline will be converted into the right to receive the Per Share Cash Consideration. After the final election results are determined, the final allocation and proration of merger consideration to Black Knight stockholders who elected to receive Per Share Stock Consideration will be calculated in accordance with the procedures specified in the Merger Agreement.