M&A - Cannae Holdings, Inc.

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Form Type: DEFA14A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525117898

Filing Summary: On May 12, 2025, Cannae Holdings, Inc. announced an expansion of its strategic relationship with JANA Partners, entering an agreement to acquire an additional 30% stake in JANA, bringing total ownership to 50%. The upfront payment for this acquisition is $67.5 million, with potential future payments of up to $26 million based on certain performance thresholds. This acquisition is part of Cannae's strategy to enhance its investment capabilities towards private companies that yield cash flow, moving away from its current public company investments. Additionally, Cannae provided updates on its ongoing transitions in executive management, including Ryan R. Caswell taking over as CEO from William P. Foley, II, who has moved to Vice Chairman. The company also disclosed the use of at least $460 million from expected D&B transaction proceeds for share repurchases and debt repayment after the impending sale of Dun & Bradstreet to Clearlake Capital for $7.7 billion, which is anticipated to close in Q3 2025. Cannae's first quarter results showed total revenue of $580 million, indicating continued organic growth of 3.6%.

Additional details:

Executive Management Successions: William P. Foley, II transitioned from CEO to Vice Chairman; Ryan R. Caswell appointed CEO; Doug Ammerman appointed Chairman of the Board


Stake Acquisition Details: Acquired 30% additional stake in JANA Partners for $67.5 million, potential future payments of $26 million


Proceeds Utilization Plan: Plans to use ~$460 million for share repurchases, debt repayment, and dividends from D&B proceeds


Dun Bradstreet Transaction: Acquisition by Clearlake Capital at $7.7 billion value, closing expected in Q3 2025


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