Antitrust Regulators Transfer To Block ICE's $11.7B Black Knight Acquisition

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Federal antitrust regulators have moved to dam Intercontinental Alternate Inc.’s pending $11.7 billion acquisition of actual property software program, knowledge and analytics supplier Black Knight, saying the deal would put an finish to intense competitors between the 2 firms and drive up prices for lenders and homebuyers.

Intercontinental Alternate (ICE) owns the preferred mortgage origination system (LOS) utilized by U.S. mortgage lenders, Embody. Black Knight owns the second-largest mortgage origination system, Empower.

Antitrust regulators have been scrutinizing the deal since at the very least final June when the Federal Commerce Fee (FTC) despatched ICE and Black Knight a “second request” for extra info and paperwork.

ICE and Black Knight had hoped to appease the FTC, asserting Tuesday that they’d reached an settlement to promote Empower to Constellation Web Solutions. The FTC shattered these hopes Thursday by launching an administrative continuing to dam the merger.

“By eliminating Black Knight as a competitor, the deal would free ICE to extra aggressively increase costs that it costs mortgage lenders for origination companies,” the FTC mentioned in announcing a 4-0 vote to provoke a continuing earlier than an administrative regulation decide.

In a press release, ICE mentioned it “strongly disagrees with, and can vigorously oppose” the FTC’s problem.

“ICE is absolutely assured in our place and appears ahead to presenting it in courtroom,” the company said. “Whereas that litigation performs out, the corporate is continuous its work towards closing the acquisition, which it expects to finish within the third or fourth quarter of this yr.”

In its grievance, the FTC mentioned its evaluation of inside ICE paperwork revealed the usage of a number of “levers” to develop income, together with value will increase to Embody prospects.

Along with mortgage origination methods, mortgage lenders depend on many suppliers of “ancillary companies,” similar to doc distributors, borrower point-of-sale and product and pricing engines (PPEs) that generate mortgage pricing based mostly on borrower standards.

The FTC dismissed Black Knight’s proposal to promote Empower to Constellation Internet Options as a treatment, noting that Constellation would function a reseller of ancillary companies to be supplied by ICE, together with Black Knight’s Optimum Blue mortgage product and pricing engine (PPE).

“Black Knight’s Optimum Blue is the clear trade chief, serving lenders that originate as a lot as 40 % of the nation’s residential mortgages annually,” FTC attorneys mentioned of their grievance. “Second to Optimum Blue is its shut competitor, ICE’s Embody Product and Pricing Service PPE (“EPPS”), at the moment obtainable solely to lenders who use the Embody LOS.”

Constellation Internet Options is a subsidiary of Constellation Software program Inc., a publicly traded company based mostly in Toronto with a market capitalization of $34.9 billion ($48 billion Canadian) and the guardian firm of U.S.-based Constellation Mortgage Options (CMS).

However as a result of Black Knight wouldn’t be transferring a standalone enterprise, the FTC alleges Constellation Internet Options would lack the “capacity, assets and incentive to interchange the depth of the competitors between ICE and Black Knight.”

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‘Ongoing pattern’ towards consolidation

The FTC mentioned it’s additionally fearful that if the deal have been to undergo, it “could speed up an ongoing pattern towards vertical integration and consolidation” in mortgage expertise.

ICE added Embody to its steady of merchandise via its $11.4 billion acquisition of Ellie Mae in 2020. That deal was preceded by ICE’s 2016 acquisitions of Mortgage Digital Registration Programs Inc. (MERS), a database monitoring mortgage mortgage possession, and Simplifile, an e-recording and shutting software program agency ICE acquired in 2019.

Along with Empower, Black Knight’s mortgage expertise merchandise embody mortgage servicing platform Compass Analytics, which Black Knight purchased in 2019, and Optimum Blue, which Black Knight acquired in 2020.

“Each ICE and Black Knight are traditionally acquisitive firms,” the FTC mentioned. “ICE plans to proceed an trade pattern towards consolidation and vertical integration by buying Black Knight’s numerous ancillary companies to spherical out ICE’s personal choices. As ICE accumulates further ancillary companies, its incentive to drawback third-party distributors will enhance as its have to do enterprise with third events who at the moment present these companies to customers of Embody and Empower will diminish.”

ICE and Black Knight have maintained that the merger would permit them to create a “lifetime of mortgage” mortgage platform with cost-saving efficiencies that might profit customers.

‘Lifetime of mortgage’ mortgage platform

ICE envisions constructing a “lifetime of mortgage” mortgage platform by integrating expertise constructed by Black Knight with its personal options. | Supply: Might 5, 2022 ICE investor presentation

In a 2022 investor presentation, ICE claimed advantages to homebuyers would come with:

Digitization and automation of mortgage originations, decreasing prices for all events
Surfacing knowledge to assist current owners perceive new money-saving mortgage packages
Eliminating faulty charges and decreasing prices for customers by linking mortgage origination and servicing methods
Connecting lenders with potential consumers in traditionally underserved markets by integrating origination and servicing knowledge
Diminished minority bias in residence valuations

Tim Bowler, president of ICE Mortgage Know-how, sounded an analogous word Thursday.

Tim Bowler

“We’re upset that the FTC has filed litigation to stop ICE from closing our acquisition of Black Knight,” Bowler mentioned in a press release. “The proposed acquisition can deliver to life a real end-to-end resolution for the mortgage trade, benefitting aspiring and present owners throughout america.”

However the FTC mentioned it expects the merger would disproportionately hurt lower-income and first-time homebuyers if lenders find yourself paying increased prices for mortgage origination methods and ancillary companies like mortgage merchandise and pricing engines.

These prices “probably can be handed on to customers within the type of increased mortgage origination prices,” the FTC alleged.

“Provided that origination prices stay comparatively fixed whatever the quantity of a mortgage, a rise in origination prices will lead to a proportionally bigger value enhance for a homebuyer searching for a $200,000 mortgage than for a homebuyer that may afford a $1,000,000 mortgage,” FTC attorneys mentioned of their grievance.

“Equally, elevated origination prices will have an effect on homebuyers who should finance their residence purchases to a better diploma than wealthier homebuyers who could pay money. Put merely, increased origination prices will disproportionately hurt lower-income and first-time homebuyers.”

Attorneys for ICE and Black Knight have 14 days to reply the FTC’s grievance, whose allegations can be tried in a proper listening to earlier than an administrative regulation decide.

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E-mail Matt Carter