215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
SEPTEMBER 2017
1
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Forward-Looking Statements
This presentation contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes,
intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Black Knight management's beliefs, as well as assumptions made by, and information
currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those
projected. Black Knight undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-
looking statements are subject to include, but are not limited to: our ability to successfully achieve the conditions to and consummate the tax-free spin-off of Black Knight from Fidelity National Financial, Inc.
("FNF") (the "Distribution"); uncertainties as to the timing of the spin-off of Black Knight from FNF and any costs, expenses and utilization of resources relating thereto; the risk of shareholder litigation in
connection with the spin-off; diversion of Black Knight management's time and attention in connection with the spin-off; security breaches against our information systems; our ability to maintain and grow
our relationships with our customers; changes to the laws, rules and regulations that affect our and our customers’ businesses; our ability to adapt our services to changes in technology or the marketplace;
the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation; changes in general economic, business, regulatory and political conditions,
particularly as they affect the mortgage industry; risks associated with the availability of data; the effects of our substantial leverage on our ability to make acquisitions and invest in our business; risks
associated with our structure and status as a “controlled company;” our ability to successfully integrate strategic acquisitions; and other risks and uncertainties detailed in the “Statement Regarding Forward-
Looking Information,” “Risk Factors” and other sections of our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (“SEC”).
Non-GAAP Financial Measures
This presentation contains non-GAAP financial information, including Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS. These are important financial performance
measures for Black Knight, but are not financial measures as defined by generally accepted accounting principles (“GAAP”). The presentation of this financial information is not intended to be considered in
isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Black Knight uses these non-GAAP financial performance measures for financial
and operational decision making and as a means to evaluate period-to-period comparisons. Black Knight believes they provide useful information about operating results, enhance the overall understanding
of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making, including determining
a portion of executive compensation. Black Knight also presents these non-GAAP financial performance measures because it believes investors, analysts and rating agencies consider them useful in
measuring Black Knight’s ability to meet its debt service obligations. By disclosing these non-GAAP financial performance measures, Black Knight believes it creates for investors a greater understanding of,
and an enhanced level of transparency into, the means by which the management of Black Knight operates the company. These non-GAAP financial measures are not measures presented in accordance
with GAAP, and Black Knight’s use of these terms may vary from that of others in Black Knight’s industry. These non-GAAP financial measures should not be considered as an alternative to net earnings,
operating income, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. Black Knight has not provided
a reconciliation of forward-looking Adjusted EBITDA Margin expansion or Adjusted EPS growth to the most directly comparable GAAP financial measures, due primarily to variability and difficulty in making
accurate forecasts and projections of non-operating matters that may arise, as not all of the information necessary for a quantitative reconciliation is available to Black Knight without unreasonable effort.
See the Appendix for further information.
Additional Information and Where to Find It
This presentation shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the Distribution, (i) New BKH Corp. (“New BKH”) filed with the SEC on June 21, 2017 a preliminary
registration statement on Form S-1, as amended by Amendment No. 1 on July 18, 2017, Amendment No. 2 on August 14, 2017, and Amendment No. 3 on August 23, 2017, which the SEC declared
effective on August 25, 2017, and (ii) Black Knight Holdco Corp. (“New Black Knight”) filed with the SEC on June 13, 2017 a preliminary registration statement on Form S-4, as amended by Amendment No.
1 on July 18, 2017, Amendment No. 2 on August 14, 2017, and Amendment No. 3 on August 23, 2017, which the SEC declared effective on August 25, 2017 (as so amended, the “New Black Knight
Registration Statement”). The New Black Knight Registration Statement included a prospectus and a proxy statement, which was sent to Black Knight’s shareholders on or about August 28, 2017 in
connection with their votes required in connection with the Distribution. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/PROSPECTUS AND PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DISTRIBUTION.
Investors and security holders may obtain these materials and other documents filed with the SEC by Fidelity National Financial, Inc., New BKH or New Black Knight free of charge from the SEC’s website,
www.sec.gov. These documents can also be obtained free of charge from Black Knight by directing a written request to Black Knight Financial Services, Inc., 601 Riverside Avenue, Jacksonville, Florida
32204, Attn: Corporate Secretary, Telephone (904) 854-5100.
Participants in a Solicitation
The directors and executive officers of Black Knight and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the transactions discussed herein.
Information regarding the directors and executive officers of Black Knight is available in its definitive proxy statement, which was filed with the SEC on April 26, 2017. Free copies of this document may be
obtained as described in the preceding paragraph.
Disclaimer
2
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Fidelity National Financial to complete full separation of Black Knight by distributing its entire
equity interest in Black Knight to FNF Group shareholders on September 29, 2017¹.
Black Knight Spin Overview
Public company will be Black Knight, Inc.
(NYSE: BKI) following the spin.
Increases
Independence
Opens Index
Inclusion Eligibility
Enhances Trading
Liquidity
Reduces
Reporting
Complexity
1 Subject to shareholder vote on September 27, 2017. Record date of September 20, 2017.
3
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
To be the Premier Provider of software and data and analytics solutions to
the Mortgage and Consumer Loan, Real Estate and Capital Markets verticals,
known for Product Excellence; and to deliver innovative,
seamlessly integrated products with superior capabilities,
functionality and support that enable our clients to:
Realize greater efficiencies and drive improved financial performance
Better manage and mitigate risk
Black Knight Mission
4
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Blue Chip Client Base
Massive TAM
Comprehensive Public & Proprietary Data
$745
$865
$940
$1,033
2013 2014 2015 2016
Investment Highlights
Note: See appendix for non-GAAP reconciliations.
1 Represents the top 100 U.S. chartered commercial banks as defined by the Federal Reserve.
2 Represents YTD (Jun) 2017 Adjusted EBITDA Margin.
Powerful Financial Model
Adj. EBITDA Margin2 47.0%
Top 100 Banks
as Clients1
$1.4T
62%
Consumer Real
Estate Transactions
Unmatched Capabilities
Homeownership
Lifecycle End-to-End
Mortgage, MLS,
Real Estate, etc.
16%
9%
10%
39.5%
41.0%
44.0%
44.8%
Adjusted Revenues Adjusted EBITDA Margin
Adj. Revenues & Adj. EBITDA Margin
($mm)
5
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Significant Momentum Since IPO
Momentum Since IPO
Note: See appendix for non-GAAP reconciliations.
1 Represents metric at the time of the IPO or LTM (Mar) 2015.
2 Represents latest metric or LTM (Jun) 2017.
3 Represents share of First Lien and Second Lien loans serviced
using MSP solution.
4 Represents YTD (Jun) 2017 Adj. EBITDA Margin.
5 Share price as of 15-Sep-2017.
At IPO1 Today2
LoanSphere® MSP®
Market Share3
45%
50%
+ 5pts
Enterprise Clients 8
10 + 4 Signed
+ 75%
Adjusted EBITDA
Margin
42.7%
47.0%4
+430bps
Share Price $24.50
$44.155
+ 80%
Significant Sold Pipeline: Incremental
Annual Run-Rate of ~$130mm Over the
Next 3 Years
Laser-Focused on Leveraging the Enterprise Offering
Select Key Milestones
Key Mega-Servicer Win
Penetration of Home Equity
Market
Development of Enterprise
Client Base
Strategic M&A
6
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Differentiated and Compelling Business Model
Benefits
Economies-of-scale benefits
Significant recurring revenues
Embedded volume and
pricing growth
Deep, long-term relationships
Characteristics
Hosted SaaS solutions
Long-term contracts
Volume-based pricing with minimums;
annual escalators; pricing power
Mission-critical solutions
7
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
The Black Knight Solution
Data & Analytics
(17% of Adjusted Revenues)1
Software Solutions
(83% of Adjusted Revenues)1
Software and
Hosting Solutions
Mission-Critical
Platforms
Full Lifecycle
Support and
Integration
Enables
LoanSphere®
Data Hub
Data Assets
(Public Records, Contributory
Performance, Active Listings)
Data Sciences &
Sophisticated Insights
(Behavioral Analytics, Lead
Generation, Property Analytics,
Portfolio Analytics)
Distribution Platforms
(MLS and Lead Generation)
Note: The Software Solutions segment was formerly known as the Technology segment.
1 Percentages of Adjusted Revenues are for fiscal year 2016. Adjusted Revenues for the Software Solutions and Data and Analytics segments are presented in conformity with Accounting Standards Codification 280, Segment Reporting. Therefore, this measure is
excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K.
8
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
• Integrated, end-to-end solutions
• Blue chip client base
• Highly efficient and scalable
• Workflow management software
applications
• Related support and services
The Black Knight Solution
>50%
of all Mortgages on MSP
34 New Software Clients
Over the Last 5 Years
34 of Top 50
Servicers are Clients1
29 of Top 50
Lenders are Clients1
5 – 7 Years
Typical Length of Contracts
9%
Adjusted Revenues CAGR Since IPO2
Software Solutions Segment
Note: The Software Solutions segment was formerly known as the Technology segment.
1 Top originators / servicers based on Q2 2017 IMF ranking.
2 Represents LTM (Jun) 2015 – LTM (Jun) 2017 Adjusted Revenues CAGR. Adjusted Revenues for the Software Solutions segment is presented in conformity with Accounting Standards Codification 280, Segment Reporting. Therefore, this measure is excluded from
the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K.
9
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
• Mortgage performance data and analytics
• Portfolio management and diligence
solutions
• Enterprise business intelligence
• Proprietary and public data sources
• Multiple Listing Services (MLS) platform
The Black Knight Solution
99.99%
U.S. Population Property Data Coverage
93%
U.S. MLS Data Coverage
30 Years
Loan Performance Data
300,000+
Agents and Brokers on MLS Platform
Data & Analytics Segment
Property and Mortgage
Performance Data
Mortgage and Real
Estate Analytics
Valuations Lead Generation Property Tax
Reporting
MLS Platform
10
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Massive Addressable Market …
… Supported by Powerful Sector Trends
$1.9 Trillion
Mortgage
Originations
$11 Billion
REALTOR® Marketing
Spend
$1.4 Trillion
Consumer Real
Estate Sales
$10.3 Trillion
Mortgage Debt
Outstanding
Antiquated
Infrastructure
Compliance
Requirements
Increasing Consumer
Confidence in Housing
Digital
Adoption
Massive Amounts
of Disparate Data
Growth in
Homebuyers
Source: Federal Reserve, Mortgage Bankers Association, Borrell Real Estate Update, Wall Street Research
11
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Deep Relationships Across Blue Chip Client Base
16 Years
Average Tenure of
MSP Clients
99%
Adjusted Revenues
Retention
34 of Top 50
Mortgage Servicers
Served1
29 of Top 50
Mortgage Originators
Served1
1 Top originators / servicers based on Q2 2017 IMF ranking.
Money Center Banks Regional Banks
Servicers and
Non-Bank Lenders
Real Estate Service
Providers
12
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Black Knight Growth Strategy
~2x – 3x+
Enterprise Revenue
Multiplier
6.2
Average Number of
Products Per Client
Land Expand & Scale Innovate
Win New Clients
Cross-Sell
Selective M&A
Product Expansion
13
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Enterprise Client Case Study
Relationship Evolution
• Initially landed as a servicing software
client
• Successfully cross-sold origination
software and data and analytics solutions
• Relationship predicated on Black Knight
being an end-to-end solution provider for
client’s entire mortgage lifecycle
• Strategy has generated 3.0x lifetime
purchase multiple
Enterprise Client Revenue Expansion
2X
base
3X
base
Servicing
Software
Origination
Software
Data &
Analytics
Y1 Y2 Y3 Y4
Enterprise client deals make
DEEP relationships DEEPER.
14
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Financial Implications
High margins
High revenue visibility
Strong organic growth
Long-term clients
Differentiated and Compelling Business Model
Benefits
Economies-of-scale
benefits
Significant recurring
revenues
Embedded volume and
pricing growth
Deep, long-term
relationships
Characteristics
Hosted SaaS solutions
Long-term contracts
Volume-based pricing
with minimums; annual
escalators; pricing power
Mission-critical solutions
15
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
10%
9%
$745
$865
$940
$1,033
2013 2014 2015 2016
Adjusted Revenues Growth
$294
$355
$414
$463
2013 2014 2015 2016
39.5%
41.0%
44.0%
44.8%
Strong Growth
12% Adjusted
Revenues CAGR
Since 20131
High-Quality
Revenues
~90% Recurring
Adjusted Revenues
Substantial
Operating
Leverage
750 BPS Margin
Expansion
Since 20132
Financial Highlights
($ in Millions)
16%
Adjusted EBITDA Growth & Margin
Adjusted EBITDA Adjusted EBITDA Margin
Note: See appendix for non-GAAP reconciliations.
1 Represents 2013 – 2016 Adjusted Revenues CAGR.
2 Represents 2013 – YTD (Jun) 2017 Adjusted EBITDA Margin expansion.
16
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
$670
$719
$745
$865
$940
$1,033
2011 2012 2013 2014 2015 2016
Robust Adjusted Revenues Growth
Uncorrelated to Origination Volumes
~90%
~10% Recurring
Adj. Revenues1
Recurring
Non-Recurring
High-Quality Revenues
($ in millions)
+20%
-10%
99%
1%
Adj. Revenues
Retention1
Retained
Not Retained
Note: See appendix for non-GAAP reconciliations. LTM mortgage originations represents most recent data available as of Apr-2017.
1 2016 compared to 2015.
Mortgage Origination
Volume
Adjusted Revenues
17
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Continue to Invest in the Business
Product development and implementation resources
Critical infrastructure (e.g. hardware for hosting, information security)
Repay Debt
Target leverage of approximately 3.0x
Maintain ample liquidity
Pursue Targeted Acquisitions
Small size, product-focused, tuck-in acquisitions
Return Cash to Shareholders
Opportunistic share repurchases
Capital Allocation Framework
18
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Revenues and Adjusted Revenues Growth 6 – 8%
Adjusted EBITDA Margin Expansion
+ 50 – 100 bps
per year
Adjusted EPS Growth Mid-teens
Target Leverage ~ 3.0x
Long-Term Financial Guidance
19
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Appendix
20
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Non-GAAP Financial Measures
Adjusted Revenues – We define Adjusted Revenues as Revenues adjusted to include the revenues that were not recorded by Black Knight during the periods
presented due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. These adjustments are reflected in Corporate and
Other.
Adjusted EBITDA – We define Adjusted EBITDA as Net earnings (loss), with adjustments to reflect the addition or elimination of certain income statement items
including, but not limited to: (i) Depreciation and amortization; (ii) Interest expense; (iii) Income tax expense (benefit); (iv) Other expense (income), net; (v) Loss
(gain) from discontinued operations, net of tax; (vi) deferred revenue purchase accounting adjustment recorded in accordance with GAAP; (vii) equity-based
compensation, including related payroll taxes; (viii) transition and integration costs; (ix) costs associated with debt and/or equity offerings, including the planned tax-
free spin-off of Black Knight from FNF; (x) spin-off related transition costs; (xi) member management fees paid to FNF and THL Managers, LLC; (xii) acquisition-
related costs; (xiii) significant legal and regulatory matters; and (xiv) exit costs, impairments and other charges. These adjustments are reflected in Corporate and
Other.
Adjusted EBITDA Margin – Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.
Adjusted EPS – We calculate per share amounts assuming Adjusted Net Earnings and the exchange of all shares of Class B common stock into shares of our
Class A common stock at the beginning of the respective period, as well as the dilutive effect of any unvested restricted shares of Class A common stock.
We define Adjusted Net Earnings as Net earnings with adjustments to reflect the addition or elimination of certain income statement items including, but not limited
to: (i) the net incremental depreciation and amortization adjustments associated with the application of purchase accounting; (ii) deferred revenue purchase
accounting adjustment; (iii) equity-based compensation, including related payroll taxes; (iv) costs associated with debt and/or equity offerings, including the planned
tax-free spin-off of Black Knight from FNF; (v) spin-off related transition costs; (vi) acquisition-related costs; (vii) significant legal and regulatory matters; and (viii)
adjustment for income tax expense at our full year estimated effective tax rate, assuming the conversion of all the shares of Class B common stock into shares of
Class A common stock, assuming that Black Knight was a taxable entity as of the beginning of the earliest period presented and assuming the effect of the non-
GAAP adjustments.
21
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Non-GAAP Reconciliations
Adjusted Revenues
Six Months LTM
Ended Ended
Years Ended June 30, March 31,
($ in millions) 2011 2012 2013 2014 2015 2016 2017 2015
Revenues $ 670.4 $ 718.9 $ 744.8 $ 852.1 $ 930.7 $ 1,026.0 $ 520.3 $ 876.8
Deferred Revenue Adjustment - - - 12.8 9.6 7.3 2.6 11.3
Adjusted Revenues $ 670.4 $ 718.9 $ 744.8 $ 864.9 $ 940.3 $ 1,033.3 $ 522.9 $ 888.1
Adjusted EBITDA
Six Months LTM LTM
Ended Ended Ended
Years Ended June 30, March 31, June 30,
($ in millions) 2013 2014 2015 2016 2017 2015 2017
Net earnings (loss) $ 84.2 $(107.1) $ 82.4 $ 133.0 $ 63.1 $(2.7) $ 129.8
Depreciation and amortization 83.6 188.8 194.3 208.3 102.9 187.8 213.8
Interest expense 53.6 128.7 89.8 67.6 30.7 128.1 64.6
Income tax expense (benefit) 45.7 (5.3) 13.4 25.8 15.1 0.7 28.0
Other expense (income), net (0.2) 12.0 4.6 6.4 16.5 12.0 18.1
Discontinued operations, net of tax 0.9 0.8 - - - 0.7 -
EBITDA $ 267.8 $ 217.9 $ 384.5 $ 441.1 $ 228.3 $ 326.6 $ 454.3
Deferred revenue purchase accounting adjustment - 12.8 9.6 7.3 2.6 11.3 5.6
Equity-based compensation 15.6 6.4 11.4 12.4 10.3 6.7 16.3
Transition and integration costs - 110.3 - - - 26.6 -
Debt and/or equity offering expenses - - 4.4 0.6 3.4 0.4 3.9
Spin-off related transition costs - - - - 1.1 - 1.1
Management fees - 9.0 3.6 - - 8.9 -
Acquisition-related costs - - - 1.7 - - 0.7
Legal and regulatory matters 2.5 (1.5) - - - (1.5) -
Exit costs, impairment and other charges 8.1 - - - - - -
Adjusted EBITDA $ 294.0 $ 354.9 $ 413.5 $ 463.1 $ 245.7 $ 379.0 $ 482.2
Adjusted EBITDA Margin (%) 39.5 % 41.0 % 44.0 % 44.8 % 47.0 % 42.7 %
22
215
172
17
0
0
0
128
130
133
0
129
152
132
182
56
130
95
168
0
190
216
Pro Forma Capitalization
($ in Millions) As of 6/30/17 Maturity Interest Rate
Cash and Cash Equivalents $99
Revolver ($500mm) 150 2022 LIBOR + 175bps
Term A Loan 1,030 2022 LIBOR + 175bps
Term B Loan 392 2022 LIBOR + 225bps / 75bps floor
Total Long-term Debt1 $1,572
Capital Lease Obligation 4 2017 0.00%
Total Debt $1,576
Net Debt $1,477
LTM (Jun) 2017 Adjusted EBITDA2 $482
Total Debt / LTM (Jun) 2017 Adjusted EBITDA 3.3x
Net Debt / LTM (Jun) 2017 Adjusted EBITDA 3.1x
($ in Millions) Shares (mm) Price Per Share Market Capitalization
THL Ownership 33.7
$42.35
Other Public Owners 35.1
Total Class A Shares 68.8
FNF Class B Shares (to be distributed) 83.3
Other Class B Shares 1.3
Total Class B Shares 84.6
Total Shares Outstanding 152.1 $42.35 $42.35 1 Excludes original issue discount and debt issuance costs.
2 See appendix for non-GAAP reconciliations.
Owner Shares (mm) % Ownership Shares (mm) % Ownership
HL Ownership 33.8 22 % 35.1 23 %
Other Public Owners 35.1 23 118.4 77
Total Class A Shares 68.9 45 153.5 100
FNF Class B Sha es 83.3 54 - -
Other Class B Sh res 1.3 1 - -
Total Class B Shar 84.6 55 - -
T tal Shares Outstanding 153.5 100 % 153.5 100 %
Pre-Transaction Post-Transaction