Cannae Holdings, Inc. Announces Agreement to Wind Down Management Services Agreement
27 Februar 2024 - 12:25PM
Business Wire
~ Further Aligns Management with Shareholders
~
Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”)
today announced that the Company has agreed to wind down its
Management Services Agreement (“MSA”) with Trasimene Capital
Management, LLC (“Trasimene”).
Effective July 2, 2024, the MSA will be amended and restated to
provide that Trasimene will receive a fixed management fee of $7.6
million for each of the following three years, and a $20 million
termination fee, payable in three annual installments commencing on
July 2, 2024, and no fees thereafter. As a result, Trasimene will
not receive any incremental management fees or carried interest on
investments made by the Company on or after February 26, 2024, and
beginning July 2, 2024, Trasimene will not receive any management
fees or carried interest on any of the Company’s investments, other
than the arrangements described above.
William P. Foley, II will serve as the Chief Executive Officer,
Chief Investment Officer, and Chairman of Cannae’s Board of
Directors (“Board”) and has entered into a three-year employment
agreement.
Ryan Caswell will cease to be a member of Trasimene as of July
2, 2024, and will continue to serve as the President of the Company
and has entered into a three-year employment agreement.
Cannae expects these transactions to be marginally accretive to
Net Asset Value Per Share upon the effective date of July 2,
2024.
Mr. Foley commented, “The wind-down of the Trasimene management
agreement demonstrates my clear intention of alignment with
Cannae’s shareholders. We firmly believe that this transition from
an externally managed entity to bringing all management and
investment functions into Cannae is the right course of action. We
are also very eager to begin to execute our joint investment
activities with Jana Partners pursuant to the transaction announced
last week.
As top shareholder prior to this transaction and an even larger
one after, I am focused on driving shareholder value and closing
the gap between the net asset value of our holdings and the current
price of Cannae shares.”
These transactions were unanimously recommended by the Related
Person Transaction Committee of the Board and were approved by the
Board unanimously, other than for Messrs. Foley and Massey, who
recused themselves.
The Related Person Transaction Committee received financial
advice from Lazard Frères & Co. LLC and legal advice from
Skadden, Arps, Slate, Meagher & Flom LLP.
About Cannae Holdings, Inc.
We primarily acquire interests in operating companies and are
actively engaged in managing and operating a core group of those
companies. 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. 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. For more information, see
cannaeholdings.com.
Forward-Looking Statements and Risk Factors
This press release, and any related oral statements, contain
forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including
statements regarding our expectations, hopes, beliefs, plans
intentions, strategies regarding the future, the potential benefits
of the Company’s wind down of its external investment management
(including, but not limited to, potential savings following the
wind down and the benefits potentially derived by the Company from
this transition) 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 that 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; compliance with
extensive government regulation of our operating subsidiaries;
risks associated with our split-off from Fidelity National
Financial, Inc., including limitations on our strategic and
operating flexibility related to the tax-free nature of the
split-off and the Investment Company Act of 1940; risks and
uncertainties relating to the Company’s ability to retain senior
management and successfully manage the transition to internal
management and the ability to achieve anticipated cost savings or
the timing thereof; unanticipated expenditures relating to,
liabilities arising from, or litigation relating to the wind down;
and the potential adverse impact, if any, of the announcement or
pendency of the wind down and leadership transition on the
Company’s relationships with its investment partners.
This press release 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, Form
10-K and our other filings with the Securities and Exchange
Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20240226308912/en/
Jamie Lillis, Managing Director, Solebury Strategic
Communications, 203-428-3223, jlillis@soleburystrat.com
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