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Affiliate of Paceline Equity Partners Makes Investment in Optimal Blue

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Paceline Equity Partners, LLC, a private equity manager, has made a debt investment in a subsidiary of Constellation Software, Inc., acquiring Optimal Blue from Black Knight, Inc. under a merger agreement with Intercontinental Exchange, Inc. The $500 million transaction involved a cash payment and a promissory note acquired by Paceline.
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The acquisition of the promissory note by Paceline Equity Partners from Black Knight, a subsidiary of Intercontinental Exchange, represents a strategic debt investment that could have significant implications for the involved parties. From a financial perspective, the transaction showcases the liquidity measures that Constellation Software is willing to engage in to facilitate the merger with Black Knight and the acquisition of Optimal Blue.

The $500 million promissory note indicates a leveraged approach to financing the deal, which could have an impact on Constellation's balance sheet and financial leverage ratios. Stakeholders should monitor the company's debt levels and interest coverage ratios post-transaction to gauge the financial health and risk profile of the company. Moreover, the involvement of Paceline, known for its experience in the mortgage industry, suggests a vote of confidence in the future performance of Optimal Blue under Constellation's ownership.

Optimal Blue's market position as a leader in mortgage secondary marketing technology, with a significant share of the top U.S. mortgage lenders as clients, indicates the strategic value of this acquisition for Constellation Software. The transaction not only diversifies Constellation's portfolio but also strengthens its foothold in the mortgage technology sector.

Given that Optimal Blue facilitates over $1.1 trillion in mortgage transactions annually, the company's performance will be a key driver of Constellation's future revenue streams. Investors should consider the potential synergies between Constellation's existing software solutions and Optimal Blue's offerings, as well as the ability of Constellation to further scale Optimal Blue's operations and enhance its technology suite.

The sale of the promissory note to Paceline was a necessary step for regulatory clearance of the merger between Intercontinental Exchange and Black Knight. This highlights the increasing scrutiny that large mergers and acquisitions are facing from regulators, particularly in industries like technology and finance where market concentration can raise antitrust concerns.

For Constellation and its stakeholders, the successful navigation of these regulatory hurdles is crucial for the completion of the merger and the integration of Optimal Blue. The transaction's structure, involving both cash payment and promissory note issuance, also underscores the complex financial engineering that companies may resort to in order to comply with regulatory requirements and finalize deals.

DALLAS--(BUSINESS WIRE)-- An affiliate of Paceline Equity Partners, LLC (“Paceline”), a Dallas-based private equity manager, today announced that it has made a debt investment in a subsidiary of Constellation Software, Inc. (“Constellation”, TSX: CSU). Constellation acquires, manages and builds vertical market software businesses that provide mission-critical software solutions.

As publicly announced on July 17, 2023, Intercontinental Exchange, Inc. (NYSE: ICE) and Black Knight, Inc. entered into a merger agreement pursuant to which they also agreed to sell Black Knight’s business known as Optimal Blue to a subsidiary of Constellation. The structure of the proposed transaction included a cash payment by Constellation to Black Knight, as a subsidiary of ICE, with the remainder financed by a $500 million promissory note payable to an affiliate Black Knight. In order to secure regulatory clearance for the merger and the sale of Optimal Blue, this promissory note was required to be sold, and, as a result, Paceline has acquired this promissory note.

Founded in 2002 and headquartered in Plano, Texas, Optimal Blue is a leader in mortgage secondary marketing technology, facilitating more than $1.1 trillion in mortgage locking and trading transactions annually. Its technology and data solutions are relied on by thousands of lenders and brokers, and hundreds of investors, as well as government agencies, think tanks, and others. The Company’s solutions are used by 68% of the top 500 mortgage lenders in the U.S.

“We are excited to support Optimal Blue in the continued growth of its market-leading platform under the ownership of Constellation,” said Sam Loughlin, Chief Executive Officer of Paceline. “We believe our past experience investing in the mortgage industry previously enabled us to move quickly and provide certainty of closing.”

Leigh Sansone, Chief Investment Officer of Paceline, added “Paceline’s leadership has extensive experience investing in the mortgage industry, having managed one of the nation’s largest non-bank mortgage originators. From that experience, we were able to quickly develop an understanding of the market in which the Company operates, which allowed us to gain conviction in this investment opportunity.”

About Paceline Equity Partners

Paceline is a Dallas-based private equity manager focused on value-oriented, opportunistic, and special situations investments across corporate credit, real assets, and private equity. Paceline’s senior leadership team members average 20 years of professional experience. Prior to the formation of Paceline, the senior leadership team worked together for approximately 10 years at a global private equity manager and its affiliates. To learn more, please visit www.pacelineequity.com.

Nathaniel Garnick/Grace Cartwright

Gasthalter & Co.

(212) 257-4170

Source: Paceline Equity Partners, LLC

Paceline Equity Partners, LLC

Constellation Software, Inc.

$500 million

Plano, Texas

Mortgage secondary marketing technology
Intercontinental Exchange Inc

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