Tender Offer - Cannae Holdings, Inc.

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Form Type: DEFA14A

Filing Date: 2025-03-31

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525068766

Filing Summary: Cannae Holdings, Inc. plans to utilize at least $460 million from the proceeds of the sale of Dun & Bradstreet for share repurchases, dividends, and debt repayment. The company anticipates that at least $300 million will be used for stock repurchases, including a tender offer to commence shortly after the sale closes, with a total of 72% of the proceeds allocated to capital returns and debt repayment. They also intend to maintain $60 million for future quarterly dividends and repay $101 million of existing margin loan debt tied to Dun & Bradstreet shares. The Dun & Bradstreet sale, its largest investment, is expected to close in Q3 2025, pending customary conditions. CEO William P. Foley, II, emphasized that these financial actions are intended to enhance shareholder value and reduce the discount to net asset value. The document outlines forward-looking statements and risks related to the DNB transaction and future financial strategies.

Document Link: View Document

Additional details:

Share Repurchase Amount: 300000000

Total Proceeds: 460000000

Dividends Amount: 60000000

Debt Repayment Amount: 101000000

Dnb Shares Owned: 69100000

Expected Cash Proceeds: 632000000

Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525059374

Filing Summary: On March 20, 2025, Cannae Holdings, Inc. issued a response to Carronade Capital's recent statement and director nomination notice. The Company outlined its commitment to long-term value creation through substantial actions aimed at enhancing shareholder returns, including the internalization of management functions to reduce expenses. Cannae has returned $738 million to shareholders since March 31, 2021, and is actively pursuing further capital return strategies, highlighted by recent significant share repurchases and a tender offer planned upon realization of public investments. The company's strategy aims to rebalance its portfolio towards private investments and improve performance across its holdings. Cannae's Board and management emphasize shareholder engagement and feedback while expressing dedication to closing the net asset value (NAV) discount of their stock. Notably, they indicated ongoing discussions with Carronade to reach a mutually agreeable resolution. This communication emphasizes the alignment of the Board's interests with those of shareholders, continuing efforts to increase the value of Cannae's shares, and a transparent path towards upcoming proxy statements related to the 2025 Annual Meeting.

Document Link: View Document

Additional details:

Returning Capital: $738 million

Tender Offer Price: $22.95

Shares Repurchase: 9,672,540 shares

Dividend Per Share: $0.12

Shares Left In Buyback Authorization: 12.3 million

Profit From DNB Sales: $101 million

Profit From Dayforce Sales: $264 million

Profit From Alight Sales: $89 million

Investment In JANA: $56 million

Stake In Watkins Company: 53%

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