CNNE 4/26/2024 Shareholder/Stockholder Letter Transcript:
CANNAE HOLDINGS, INC.
2023 ANNUAL REPORT
2023
ANNUAL
REPORT
SHAREHOLDER
RETURNS
We remain focused on delivering returns to our shareholders, both in the immediate and longer term,
and are taking decisive actions to both grow the value of our portfolio and net asset value per share,
as well as close the discount that our shares trade to their intrinsic value. We have started to transition
out of public company investments and are redeploying this capital toward both our share buyback
program as well as making new private investments which will compound value, driving increases in
our portfolio. We believe our actions thus far in 2024 demonstrate our commitment to delivering returns
to shareholders and we are optimistic about the rest of the year.
Thus far in 2024:
William P. Foley, II, Cannae s Chairman, has assumed the role of Chief Executive Officer
Announced a strategic partnership with JANA Partners where Cannae acquired a
minority stake for ~1.85 million Cannae shares and $18 million in cash. This partnership
will provide new proprietary investment opportunities to Cannae
Announced an agreement to wind down our Management Services Agreement
with Trasimene Capital Management, which will further align Cannae management
with shareholders
Completed a Dutch auction tender offer for $222 million of Cannae shares at $22.95
per share, acquiring 9.7 million shares, or 13.4% of shares outstanding
About Us
Cannae Holdings, Inc. (NYSE:CNNE) is a diversified holding company led by William P. Foley, II (Foley) that
offers shareholders a unique opportunity to own significant investments in a diverse group of companies.
Cannae was started in 2014, as Fidelity National Financial Ventures and was spun out in 2017 as Cannae
Holdings, Inc. Cannae leverages Foley s near 40-year track record of operating and investing in world class
businesses and delivering shareholder value.
On the Cover: Pencil sketch drawing of the Carthaginian General and Statesman, Hannibal Barca, the greatest military commander in history (247 BC 183-181 BC).
See Forward-Looking Statements and Risk Factors on the inside back cover
2023 Annual Report
To Our Valued
Shareholders,
I am very excited to be writing to you as
Cannae s Chief Executive Officer, given
the many opportunities that I see to
increase shareholder value. Our key areas
of focus are growth within our existing
operating businesses, executing attractive
new investments, increasing net asset
value ( NAV ) per share, and closing the
discount that Cannae s shares trade to
NAV. As a top five shareholder and CEO of
Cannae, I will take decisive steps to deliver
value to our shareholders and this
process is already underway.
| Cannae Holdings, Inc.
$222 million. From the second quarter of 2021, through the
tender offer, we have bought back approximately 34% of
our shares outstanding, when compared to March 31, 2021,
having returned $733 million in capital. The tender offer was
a strategic acceleration in our share buyback program as
we looked to take out a meaningful percentage of Cannae
outstanding shares in a condensed period at a discount to
NAV. This is accretive to NAV and over time should reduce
the share price discount. While we continue to believe in
the long-term upside of our existing operating businesses,
buying shares at a steep discount to NAV can be an
attractive use of our capital.
From a capital deployment perspective, we remain
focused on finding attractive new investments that will
compound returns and drive value in our portfolio and to our
shareholders. We believe private company investments are a
more efficient use of our capital and have been an important
part of Cannae s success over its history. As an example,
Dayforce has produced over $2.3 billion in gross proceeds
from dispositions of our ownership of the company.
Continuing to find attractive investments is critical to our
In February 2024, we announced our agreement to internalize
Cannae s management through winding down our Management
Services Agreement with Trasimene Capital Management,
LLC ( Trasimene ) over three years, commencing July 2, 2024.
This transaction reduces Cannae's ongoing management fees,
eliminates carried interest going forward, and further aligns the
Cannae management team with our shareholders, as our team will
be receiving the majority of our compensation in Cannae shares.
In April 2024, we completed our previously announced modified
Dutch auction tender offer, having repurchased 9.7 million of
Cannae common shares, or 13.4% of outstanding shares, at a
price per share of $22.95, for total proceeds to shareholders of
William P. Foley, II
Chairman of the Board, Chief Executive
Officer and Chief Investment Officer
See Forward-Looking Statements and Risk Factors on the inside back cover
1
Cannae Holdings, Inc.
2023 Annual Report
long-term success and for that reason, I am delighted with our
You will see a similar improvement in Alight. In 2020, the year
strategic investment and partnership with JANA Partners.
preceding Alight s IPO and our involvement with them, Alight
In February 2024, we announced the JANA partnership, which
includes cross-equity ownership between the firms and will
provide Cannae with access to proprietary deal flow and
unique opportunities driven by JANA s engaged investing
strategy. JANA s business and long-term success is based on
finding undervalued public companies with specific catalysts,
and engaging with management and boards to unlock this
value. With this partnership in place, we can work together
with JANA to find situations where Cannae can be part of the
catalyst to unlock value within the target company by Cannae
acquiring a carve-out, the target or providing other capital
solutions that results from the campaign. This relationship will
be beneficial to both Cannae, through the sourcing of these
potential acquisition opportunities, as well as to JANA, by giving
them a new tool to execute their strategy thus driving returns
for both entities.
Select 2023 Review:
I remain heavily involved with Dun and Bradstreet ( DNB ) and
Alight, Inc. ("Alight"), our two largest public holdings, and am
encouraged by the significant progress I see. At times, public
markets become overly focused on quarterly results, but we
try to analyze businesses over a longer period to determine
our impact and outlook for the business. For example, when
we acquired DNB in early 2019, organic revenue growth was
-0.1%, Adjusted EBITDA margin was 33%, and the company
reported $569 million of Adjusted EBITDA. In 2023, DNB had
organic revenue growth of 4.3%, Adjusted EBITDA margin was
39%, and the company generated $892 million of Adjusted
EBITDA, up 57% since our acquisition. We believe these results
demonstrate the success of the business and Cannae's ability to
work with Anthony Jabbour, and his team, to drive improvement.
We believe the DNB team will continue to improve revenue
growth, expand EBITDA margins, and improve free cash flow
conversion, which in turn, should positively impact share
performance. In March 2024, we sold 10 million shares of DNB
for proceeds of $101 million as we reallocated capital, but DNB
continues to be the largest holding at Cannae.
posted $2.7 billion in revenue, representing revenue growth of
6.9%, Adjusted EBITDA margin of 20.7%, and $564 million of
Adjusted EBITDA. Three years later, Alight reported $3.4 billion
of revenue in 2023, representing growth of 8.9% for the year,
generated $739 million of Adjusted EBITDA more than 31%
increase over the 2020 figure and Adjusted EBITDA margin
of 21.7%. Alight also ended the year with more than $3.0
billion of future revenue under contact, a near 43% increase
compared to $2.1 billion at the close of 2020, all of which
again demonstrates our ability to work with management and
drive improvements in the business. In March 2024, Alight
announced the sale of their Payroll and Professional Services
divisions to HIG Capital for up to $1.2 billion, providing cash
to reduce leverage and repurchase shares. We believe this
transaction will be well received by the market and we are
excited about the remaining business moving forward.
At the end of 2023, we received a partial monetization of our
investment in Computer Services, Inc. ("CSI"). Through our
relationship with Frank Martire and Bridgeport Partners, we
participated in CSI s leveraged buyout in late 2022. CSI has
outperformed all expectations and sold this minority stake
to a new investor in December 2023, valuing the company
at an enterprise value of approximately $2 billion, a 31%
increase from the take-private valuation. As part of this new
investment, Cannae received a $37 million cash distribution,
or 43% of the initial capital that we invested, while the implied
value of our ongoing position represents 104% of our original
investment. We are opportunistic about the future for CSI.
Black Knight Football is also experiencing strong results
through our first year of ownership. At AFC Bournemouth, we
have transformed the club, both on and off the field. Currently,
the team is ranked in 12th place in the Premier League, which
is up from last year s 15th place finish, and we believe they
have the potential to move higher. Additionally, we made
significant changes to the business side of Bournemouth,
which has outperformed in 2023, with hospitality revenue
up approximately 50% year-over-year, ticketing up 13%
year-over-year, and sponsorship up 40% year-over-year.
In January 2024, Black Knight Football announced that it
purchased a minority interest in Hibernian Football Club of the
See Forward-Looking Statements and Risk Factors on the inside back cover
2
2023 Annual Report
Scottish Premiership League. We are excited to partner with
Hibernian and believe the club will be a strong contributor
and beneficiary of our multi-club ownership strategy. We
have already instituted multiple partnerships on the player
development side.
| Cannae Holdings, Inc.
CNNE by
the Numbers
As of 04/12/2024
We are also excited about our purchase of Minden Mill in 2023.
This was a unique situation where we found a distressed asset
and knew that we had the expertise to acquire the property,
quickly reopen the distillery and restart production. Following
our purchase, we have executed on our plan to put in new
management and expect to begin shipping estate spirits,
starting with an ultra-premium vodka, in the Spring of 2024,
2014
Founded
with other products to follow.
We believe finding private acquisition opportunities similar to
the ones mentioned above, where we can acquire operating
companies, partner with management teams, and leverage our
experience to actively engage to grow the cash flows and value
of the businesses, will drive returns for our shareholders.
3.2B
Realized gains since 2014
We are optimistic with what the future holds for Cannae and
our shareholders as we look to improve the value of existing
portfolio companies, find new, high-return acquisitions,
opportunistically continue with our share buybacks, and
rebalance our holdings. Taken together, I believe this will
increase the value of our portfolio and close the discount to
NAV, which will deliver returns for us and our shareholders.
Sincerely,
William P. Foley, II
Chairman of the Board, Chief Executive Officer,
and Chief Investment Officer
733M
Share repurchases since
05/12/2021 at a 38%
discount to NAV
2.1B
Net assets
Scan this QR Code to
review our quarterly
shareholder reports.
See Forward-Looking Statements and Risk Factors on the inside back cover
3
4/26/2024 Letter Continued (Full PDF)