Cannae Holdings, Inc. Announces Settlement of Action
12 Giugno 2023 - 10:15PM
Business Wire
~ Will Enact Modifications in External
Management Structure and Corporate Governance ~
Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae” or the “Company”)
today announced court approval of the Stipulation and Agreement of
Compromise, Settlement, and Release (collectively, the
“Settlement”) made and entered into as of March 10, 2023, by and
between the Plaintiff Oklahoma Firefighters Pension &
Retirement System, the Special Litigation Committee of Cannae’s
Board of Directors, the Company’s Board of Directors and several
named officers, and the Company’s external manager Trasimene
Capital Management (“Trasimene”).
Under the terms of the Settlement, among other things, the
Company will enter into an amended and restated management services
agreement with Trasimene, providing for a new five-year term as
well as:
- A reduction in the management fee payable to Trasimene by the
Company from 1.5% to 1.25% for assets under management greater than
$2.5 billion; and
- A reduction in the termination fee payable to Trasimene to $20
million in all circumstances, except upon a change-of-control, in
which case the termination fee shall be $40 million.
Further, the Settlement requires an action by the Company to
create a Related Person Transaction Committee of its Board of
Directors and adopt a Related Person Transaction Policy. The
Company will implement the above stated external management and
corporate governance changes at its next regularly scheduled Board
meeting in August 2023.
Additional information can be found in a Current Report on form
8-K dated March 14, 2023, on the SEC’s website at www.sec.gov.
About Cannae Holdings, Inc.
We primarily acquire interests in operating companies and are
engaged in actively managing and operating a core group of those
companies. We are a long-term owner that secures control and
governance rights of other companies primarily to engage in their
lines of business and we have no preset time constraints dictating
when we sell or dispose of our businesses. We believe that our
long-term ownership and active involvement in the management and
operations of companies helps maximize the value of those
businesses for our shareholders. Cannae’s current operating
interests include Dun & Bradstreet Holdings, Inc. (NYSE: DNB),
in which Cannae holds 79 Million shares or 18% interest, and
Alight, Inc. (NYSE: ALIT), in which Cannae owns 52.5 Million shares
representing a 10% interest. Cannae also holds 5 Million shares, or
3%, of Ceridian HCM Holdings, Inc. (NYSE: CDAY), 27 Million shares,
or 24%, of System1, Inc. (NYSE: SST), and 3.4 Million shares, or 6%
of Paysafe Limited (NYSE: PSFE). Cannae’s other principal operating
holdings include Sightline Payments, of which Cannae owns 32%,
Computer Services, Inc., of which Cannae owns 9% and Black Knight
Football & Entertainment, LP, of which Cannae owns
approximately 50%.
Forward-Looking Statements and Risk Factors
This document contains forward-looking statements that involve a
number of risks and uncertainties. Statements that are not
historical facts, including statements regarding our expectations,
hopes, intentions, or strategies regarding the future are
forward-looking statements. Forward-looking statements are based on
management's beliefs, as well as assumptions made by, and
information currently available to, management. 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. We undertake no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. The risks
and uncertainties which forward-looking statements are subject to
include, but are not limited to: changes in general economic,
business and political conditions, including changes in the
financial markets and changes in macroeconomic conditions resulting
from the outbreak of a pandemic or escalation of the current
conflict between Russia and Ukraine; risks associated with the
Investment Company Act of 1940; our potential inability to find
suitable acquisition candidates, acquisitions in lines of business
that will not necessarily be limited to our traditional areas of
focus, or difficulties in integrating acquisitions; significant
competition that our operating subsidiaries face; risks related to
the externalization of certain of our management functions to an
external manager; and other risks.
This document should be read in conjunction with the risks
detailed in the “Statement Regarding Forward-Looking Information,”
“Risk Factors” and other sections of the Company’s Form 10-Q,10-K
and other filings with the Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20230612190232/en/
Jamie Lillis, Managing Director, Solebury Strategic
Communications, 203-428-3223, jlillis@soleburystrat.com
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