It is rare to find a holding company with a clean balance sheet, liquid assets, and a clear catalyst trading at half of its liquidation value. Usually, when a gap like this exists, it’s because the assets are trashI'm a fundamental investor who targets situations where the market has pushed a company’s valuation far out of line with its underlying economics. My professional background in corporate financial analysis has deeply shaped my investment perspective, leading me to focus intensely on cash flow dura ...

Core Viewpoint - Cannae Holdings, Inc. announced that Black Knight Football Club (BKFC) has acquired the remaining equity interests in FC Lorient, making BKFC the sole shareholder of the French Ligue 1 football club [1][2] Group 1: Acquisition Details - BKFC's acquisition of FC Lorient allows for deeper integration into its multi-club model, providing financial strength and strategic resources on a global scale [2] - Loïc Féry, the previous majority owner, will take part of his consideration in BKFC shares and will continue as president of FC Lorient [1][5] - The acquisition further cements BKFC's position as a leading global multi-club owner and operator, enhancing collaboration across clubs [5][8] Group 2: Strategic Benefits - FC Lorient will benefit from resources, expertise, and connections with other clubs in BKFC's portfolio, particularly AFC Bournemouth, which has already seen multiple player transactions [3][4] - BKFC aims to optimize each club's strengths in training, recruitment, and player development, enhancing overall performance [2][4] Group 3: Club Background - FC Lorient, founded in 1926, competes in Ligue 1 and has a successful track record of developing world-class footballers through its youth academy [6] - The club has played in Ligue 1 for 16 of the last 20 seasons and currently ranks 9th in the league [5][6] Group 4: BKFC Overview - BKFC, led by William P. Foley II and supported by Cannae Holdings, has been building an international multi-club model since 2022 [7] - The multi-club ownership strategy includes 100% stakes in AFC Bournemouth and FC Lorient, as well as a majority stake in Moreirense FC [8]

Core Viewpoint - The preliminary voting results from Cannae's 2025 Annual Meeting indicate a strong shareholder mandate for change, with the election of two independent directors, Mona Aboelnaga and Chérie Schaible, signaling a shift towards improved corporate governance and value creation [1][2]. Group 1: Election Results - Shareholders elected Carronade Capital's nominees, Mona Aboelnaga and Chérie Schaible, to Cannae's Board of Directors, receiving more votes than the Company's own nominees [1]. - The election results reflect shareholders' desire for meaningful change and a rejection of the Company's "Say on Pay" proposal, indicating dissatisfaction with the current compensation practices for directors and management [2]. Group 2: Future Directions - Cannae has committed to addressing key issues raised by Carronade, including increasing capital returns to shareholders, de-staggering the Board, and reallocating the portfolio [2]. - The newly elected directors are prepared to collaborate with existing board members and management to enhance corporate governance, improve capital allocation, and identify opportunities for value creation [2]. Group 3: Company Background - Carronade Capital Management is a multi-strategy investment firm based in Darien, Connecticut, managing approximately $2.7 billion in assets and focusing on process-driven investments in catalyst-rich situations [3]. - Founded in 2019 by Dan Gropper, Carronade Capital has a team of 17 members and aims to leverage its experience in special situations credit to drive value in its investments [3].

Core Viewpoint - Cannae Holdings, Inc. announced preliminary results from its 2025 Annual Meeting of Shareholders, indicating the election of new board members and approval of key proposals aimed at enhancing shareholder value [1][2]. Group 1: Board Elections and Shareholder Proposals - Shareholders are expected to elect James B. Stallings, Jr., Barry B. Moullet, Mona Aboelnaga, and Chérie L. Schaible to the Board of Directors [1]. - The Board expressed gratitude to outgoing members Erika Meinhardt and Frank P. Willey for their contributions [1][2]. - Shareholders approved the declassification of the Board and ratified the appointment of Cannae's auditor [2]. Group 2: Shareholder Feedback and Future Commitments - The Chairman of the Board, Doug Ammerman, acknowledged shareholder support and feedback, emphasizing the commitment to increasing share price and closing the discount to NAV [2]. - The advisory vote on executive compensation and a proposal for engaging an investment banker were not approved by shareholders [2]. Group 3: Final Results and Reporting - The preliminary results will be finalized and certified by an independent Inspector of Elections, with final results to be reported in a Current Report on Form 8-K filed with the SEC [3].

Core Viewpoint - Carronade Capital urges Cannae shareholders to vote for its independent nominees to enhance shareholder value and governance, while recommending to withhold votes for Cannae's underperforming nominees [1][5]. Group 1: Voting Recommendations - Shareholders are encouraged to vote "FOR" Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Chérie Schaible, and "WITHHOLD" on Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey using Carronade's GOLD proxy card [1][2]. - The voting deadline is set for December 11, 2025, at 11:59 PM Pacific Time [2]. Group 2: Performance and Governance Issues - Cannae has experienced a total shareholder return of -60% over the past five years, while its directors have collectively received over $650 million since 2017 despite poor performance [5]. - The current directors have shown a cumulative relative total shareholder return (TSR) of -148% for Ms. Meinhardt, Mr. Stallings, and Mr. Willey, and -112% for Mr. Moullet during their tenures [5]. Group 3: Carronade's Objectives - Carronade believes that electing its nominees will restore shareholder confidence and drive value creation by enhancing governance, improving asset disclosure, and aligning management incentives [5]. - The firm emphasizes the need for independent oversight and accountability in Cannae's boardroom, which it claims has been lacking [5]. Group 4: About Carronade Capital - Carronade Capital Management, founded in 2019, manages approximately $2.7 billion in assets and focuses on process-driven investments in catalyst-rich situations [4]. - The firm employs 17 team members and is led by industry veteran Dan Gropper, who has nearly three decades of experience in special situations credit [4].

Core Viewpoint - Egan-Jones Ratings Company, along with ISS and Glass Lewis, recommends Cannae shareholders vote for Carronade's nominees due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2][3]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) steadily declining since 2021, underperforming peers and the broader market [3]. - Earnings have sharply deteriorated, indicating the current Board and management's inability to generate sustainable shareholder value [3]. Misaligned Capital Allocation - Cannae's acquisitions and equity investments since 2017 have largely failed to create meaningful value, benefiting Mr. Foley and affiliates instead [3]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, while Mr. Foley personally profited from these investments [4]. Lack of Credible Shareholder Distribution Plan - Proceeds from major asset sales, such as Dun & Bradstreet, have not been returned to shareholders, and there is no clear framework for distribution [3]. - Previous proceeds funded Mr. Foley's failed SPACs, undermining investor confidence and contributing to a discount to net asset value (NAV) estimated at over 30% [3]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [3]. - The entanglements between Mr. Foley, the directors, and the companies receiving capital from Cannae highlight a lack of confidence in management's ability to generate value [3].

Core Viewpoint - Egan-Jones, along with ISS and Glass Lewis, recommends Cannae shareholders elect all four nominees from Carronade Capital due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) that has steadily declined since 2021, underperforming both peers and the broader market [2][7]. - Earnings have deteriorated sharply, indicating the current Board and management's inability to generate sustainable shareholder value [2]. Misaligned Capital Allocation - Most of Cannae's acquisitions and equity investments since 2017 have failed to create meaningful value, while the management has personally benefited from these investments [2][7]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, with the long-time executive Mr. Foley benefiting personally from these structures [7]. Lack of Credible Shareholder Distribution Plan - Proceeds from major asset sales, such as Dun & Bradstreet, have not been returned to shareholders, and there is no clear framework for distribution [2][7]. - Previous proceeds funded Mr. Foley's failed SPACs, undermining investor confidence and contributing to a discount to net asset value (NAV) estimated at over 30% [2][7]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [2]. - The entanglements between Mr. Foley, the directors, and the companies receiving capital from Cannae highlight a lack of confidence in management's ability to generate value [2][7].

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) highlights Cannae Holdings' poor total shareholder return (TSR) and operating performance, emphasizing the need for independent voices on the board to restore effective oversight and governance [1][4][5] Group 1: Recommendations and Voting - ISS and Glass Lewis recommend shareholders vote "FOR" Carronade's nominees: Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Chérie Schaible, while urging to "WITHHOLD" votes on Cannae's nominees [2][5] - Carronade Capital, a significant shareholder, owns approximately 3.2 million shares of Cannae and supports the election of its nominees to enhance board independence [2][3] Group 2: Governance Issues - The board's lack of independence from Bill Foley is identified as a major factor contributing to Cannae's underperformance, with three of the four targeted directors having clear ties to Foley [4][5] - ISS notes that the board has maintained governance policies that disenfranchise shareholders and has only acted to rectify issues under activist pressure [4][5] Group 3: Performance and Strategic Concerns - Cannae's TSR has deteriorated since late 2017, with negative performance compared to peers, and recent strategic transformations have not been well-received by the market [4][5] - The company's net asset value (NAV) per share has declined over 30% from the first sum-of-the-parts (SOTP) disclosure, reflecting deeper issues within the board's independence and decision-making [5][8]

Core Viewpoint - Glass Lewis recommends Cannae shareholders to vote "FOR" Carronade's nominees and "WITHHOLD" on Cannae's nominees, highlighting the need for board-level change due to poor investor returns and governance issues [1][2][3] Summary by Sections Board-Level Change - Glass Lewis supports the election of Carronade's nominees, stating it would lead to increased accountability, enhanced transparency, and improved corporate governance at Cannae [2] - Carronade's nominees are recognized for their experience and expertise necessary for Cannae's turnaround [2] Governance and Performance Issues - Cannae has a history of poor value creation, persistent trading discounts, and questionable capital allocation, attributed to governance issues and misaligned incentives [3] - The influence of Bill Foley is seen as detrimental, with concerns over the board's ability to prioritize investor interests and address long-standing deficiencies [3] - Cannae's external management agreement resulted in a 21.4% loss for investors from August 2019 to February 2024, contrasting sharply with peer performance [3] Shareholder Recommendations - Shareholders are urged to vote for Carronade's nominees and withhold votes for Cannae's nominees by December 11, 2025 [4] - Carronade Capital emphasizes the importance of following Glass Lewis's recommendations to ensure the election of its nominees [4] Additional Information - Carronade Capital has filed a definitive proxy statement with the SEC for the election of its director nominees at Cannae's 2025 Annual Meeting [10]

Highlights How Board’s Governance Failings Have Destroyed Shareholder Value  Urges Shareholders to Vote “FOR” Carronade’s Nominees on the GOLD Proxy Card TODAY DARIEN, Conn., Nov. 24, 2025 (GLOBE NEWSWIRE) -- Carronade Capital Master, LP (together with its affiliates, “Carronade Capital”, “our” or “we”), which beneficially owns approximately 3.2 million shares of Common Stock of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) and is one of the Company’s top shareholders, today released a pres ...