8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

May 18, 2017

BLACK KNIGHT FINANCIAL SERVICES, INC.

(Exact name of Registrant as Specified in its Charter)

1-37394

(Commission File Number)

Delaware (State or Other Jurisdiction of  Incorporation or Organization) 36-4798491 (IRS Employer Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-5100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

On May 18, 2017, the selling shareholders named in that certain underwriting agreement, dated as of May 8, 2017 (the “Underwriting Agreement”), by and among Black Knight Financial Services, Inc. (the “Company”), J.P. Morgan Securities LLC , as underwriter (the “Underwriter”), and the selling shareholders named therein (the “Selling Shareholders”), completed the sale of 750,000 shares of the Company’s Class A common stock, par value $0.0001 per share, to the Underwriter (the “Sale”) pursuant to the full exercise of the over-allotment option granted to the Underwriter under the terms of the Underwriting Agreement. The Sale closed on May 18, 2017. The Company did not sell any shares in the Sale and did not receive any proceeds from the Sale.The legal opinion of Weil, Gotshal & Manges LLP relating to the shares of Class A common stock sold in the Sale is filed as Exhibit 5.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
5.1	Opinion of Weil, Gotshal & Manges LLP.
23.1	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Black Knight Financial Services, Inc.
Date:	May 18, 2017	By:	/s/ Michael L. Gravelle
			Name:	Michael L. Gravelle
			Title:	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
5.1	Opinion of Weil, Gotshal & Manges LLP.
23.1	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

EX-5.1

Exhibit 5.1

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

May 18, 2017

Black Knight Financial Services, Inc.

601 Riverside AvenueJacksonville, Florida 32204

Ladies and Gentlemen:

We have acted as counsel to Black Knight Financial Services, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (BKFS), L.P., THL Equity Fund VI Investors (BKFS) II, L.P., THL Equity Fund VI Investors (BKFS) III, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors LP, Putnam Investments Employees’ Securities Company III, LLC, THL Equity Fund VI Investors (BKFS-LM), LLC and THL Equity Fund VI Investors (BKFS-NB), LLC (collectively, the “Selling Stockholders”) of an aggregate of 750,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”). The Shares are to be sold pursuant to the Underwriting Agreement (the “Underwriting Agreement”) dated as of May 8, 2017, by and among the Company, the Selling Stockholders, and J.P. Morgan Securities LLC, as underwriter.

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended and Restated Certificate of Incorporation of the Company; (ii) the Amended and Restated Bylaws of the Company; (iii) the Second Amended and Restated Limited Liability Company Agreement of BKFS LLC; (iv) the Registration Statement on Form S-3 (Registration Statement No. 333-217774), filed by the Company on May 8, 2017 (the “Registration Statement”); (v) the prospectus contained within the Registration Statement; (vi) the preliminary prospectus supplement, dated May 8, 2017; (vii) the prospectus supplement, dated May 8, 2017; (viii) the form of Class A common stock certificate of the Company; (ix) the Underwriting Agreement; and (x) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

May 18, 2017

Page 2

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP