FTC Approves Final Order Resolving Antitrust Concerns Surrounding ICE, Black Knight Deal

The Federal Trade Commission today finalized a consent order that resolves antitrust concerns surrounding Intercontinental Exchange, Inc.’s (ICE) acquisition of Black Knight, Inc.

The final consent order settles FTC charges, first announced in March 2023, that ICE’s deal with Black Knight, which combines the two top mortgage technology providers, would drive up costs, reduce innovation, and limit lenders’ choices for mortgage origination tools. Under the terms of the final consent order, Black Knight’s Optimal Blue and Empower businesses, which provide critical services in the mortgage origination process, were divested to Constellation Web Solutions Inc. (Constellation), a provider of mortgage-related tools and software, along with certain related products.

To ensure the success of these divestitures, ICE and Black Knight were required to maintain the viability of Optimal Blue and Empower until they were successfully divested to Constellation and are required to provide transition assistance to enable Constellation to operate the businesses along the same lines that Black Knight has operated them.

Other provisions of the final consent order include a requirement that ICE and Black Knight, for the next 10 years, seek prior FTC approval before either reacquiring any divested asset or acquiring an interest in a loan origination system business. In addition, the companies must provide prior notice to the FTC before acquiring an interest in a product, pricing, and eligibility engine business for that same period. ICE and Black Knight are also prohibited from enforcing any noncompete or non-solicit provision or agreement against any employee who seeks or obtains a position in either Optimal Blue or Empower.

Following a public comment period, the Commission voted 3-0 to approve the final order.