0001140361-15-022120.txt : 20150528 0001140361-15-022120.hdr.sgml : 20150528 20150528165116 ACCESSION NUMBER: 0001140361-15-022120 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150526 FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150528 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Black Knight Financial Services, Inc. CENTRAL INDEX KEY: 0001627014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: (904) 854-5100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896047 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (BKFS) III, L.P. CENTRAL INDEX KEY: 0001641810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896048 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (BKFS) II, L.P. CENTRAL INDEX KEY: 0001640712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896049 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (BKFS), L.P. CENTRAL INDEX KEY: 0001640711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896050 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc1.xml FORM 3 X0206 3 2015-05-26 0 0001627014 Black Knight Financial Services, Inc. BKFS 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001640711 THL Equity Fund VI Investors (BKFS), L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001640712 THL Equity Fund VI Investors (BKFS) II, L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001641810 THL Equity Fund VI Investors (BKFS) III, L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 Class A Common Stock 39308240 I See footnote Class B Common Stock 1516342 I See footnote LLC Units Class B Common Stock 1516342 I See footnote See Exhibit 99.1 for text of footnote (1) See Exhibit 99.1 for text of footnote (2) See Exhibit 99.1 for text of footnote (3) See Exhibit 99.1 for text of footnote (4) See Exhibit 99.1 for text of footnote (5) See Exhibit 99.1 for text of footnote (6) Exhibit 99.2 (Joint Filer Information) is incorporated herein by reference. Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two parts. This filing is part two of two. THOMAS H. LEE ADVISORS, LLC, By: THL Holdco, LLC its Managing Member, /s/ Charles P. Holden, Managing Director 2015-05-28 EX-99.1 2 mm05-2815_bkfs3e991.htm FOOTNOTES mm05-2815_bkfs3e991.htm
Exhibit 99.1


Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015

Footnotes to Form 3

(1) This statement is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Coinvestment Partners, L.P. (“THL Coinvestment”), THL Operating Partners, L.P. (“THL Operating”), THL Equity Fund VI Investors (BKFS), L.P. (“THL BKFS”), THL Equity Fund VI Investors (BKFS) II, L.P. (“THL BKFS II”), THL Equity Fund VI Investors (BKFS) III, L.P. (“THL BKFS III”), THL Equity Fund VI Investors (BKFS-LM), LLC (“THL BKFS-LM”), THL Equity Fund VI Investors (BKFS-NB), LLC (“THL BKFS-NB”) together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL BKFS, THL BKFS II, THL BKFS III, THL BKFS-LM and THL BKFS-NB (the “THL Funds”) as well as Great-West Investors, L.P. (“Great West”) and Putnam Investments Employees’ Securities Company III LLC (“Putnam III”).

The reporting person is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL BKFS, THL BKFS II, THL BKFS III and the sole manager of THL BKFS-LM and THL BKFS-NB.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

(2) Represents shares of Class A common stock of the Issuer directly held by the following entities:  10,942,187 shares held by THL Equity VI; 7,409,467 shares held by Parallel Fund VI; 1,294,285 shares held by DT Fund VI; 358,963 shares held by THL Coinvestment; 2,113 shares held by THL Operating; 11,080,958 shares held by THL BKFS; 6,940,179 shares held by THL BKFS II; 1,166,417 shares held by THL BKFS III; 56,935 shares held by Great West; and 56,736 shares held by Putnam III.  On May 26, 2015, each of the foregoing entities received such shares of Class A common stock of Issuer in exchange for units of Black Knight Financial Services, LLC previously held by such entity.

(3) Represents shares of Class B common stock of the Issuer directly held by the following entities:  1,458,021 shares held by THL BKFS-LM; and 58,321 shares held by THL BKFS-NB.

(4) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest.
 
(5) On May 26, 2015, in connection with the closing of the Issuer’s initial public offering and the transactions contemplated in connection therewith, each holder of a unit of Black Knight Financial Services, LLC received a number of shares of Class B common stock of Issuer equal to the number of units held by such person.  Shares of Class B common stock do not have economic rights.  Upon any exchange of units for Class A common stock, the corresponding shares of Class B common stock then owned by such holder will be cancelled.
(6) Pursuant to the terms of and subject to the limitations and restrictions set forth in the Amended and Restated Operating Agreement of Black Knight Financial Services, LLC, dated May 26, 2015, and an exchange agreement, units of Black Knight Financial Services, LLC are exchangeable for shares of Class A common stock on a one-for-one basis.
 EX-99.2 3 mm05-2815_bkfs3e992.htm JOINT FILER INFORMATION mm05-2815_bkfs3e992.htm
Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partners
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015


 
 
 

Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015


 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015


 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Equity Fund VI Investors (BKFS), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL EQUITY FUND VI INVESTORS (BKFS), L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Equity Fund VI Investors (BKFS) II, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL EQUITY FUND VI INVESTORS (BKFS) II, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Equity Fund VI Investors (BKFS) III, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL EQUITY FUND VI INVESTORS (BKFS) III, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Equity Fund VI Investors (BKFS-LM), LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL EQUITY FUND VI INVESTORS (BKFS-LM), LLC
By: THL Equity Advisors VI, LLC, its Sole Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Equity Fund VI Investors (BKFS-NB), LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THL EQUITY FUND VI INVESTORS (BKFS-NB), LLC
By: THL Equity Advisors VI, LLC, its Sole Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015



 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015


 
 
 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Putnam Investments Employees’ Securities Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
May 26, 2015
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

 
By:
/s/ Charles P. Holden
  
Name:
Charles P. Holden
  
Title:
Managing Director
  

Dated:  May 28, 2015