Core Viewpoint - Carronade Capital Management, a significant shareholder of Cannae Holdings, is urging the company's executive team to address transparency and governance issues during the upcoming earnings call, highlighting a need for accountability and shareholder engagement [1][2][3]. Shareholder Concerns - Carronade Capital expresses disappointment over Cannae's lack of transparency and responsiveness, noting that the company's total shareholder return (TSR) has improved since their engagement, but governance issues remain unaddressed [2]. - The absolute TSR from inception was -5%, and the relative TSR was -156% prior to Carronade's engagement, which has since improved to +18% and +16%, respectively [2]. Governance Issues - The Board of Directors is criticized for taking steps to entrench itself, including generous compensation packages and delaying the 2025 Annual Meeting of Shareholders [2][6]. - Carronade Capital is advocating for shareholder representation on the Board and has nominated four independent candidates for election [3]. Key Questions for Cannae - Carronade Capital has posed several questions for Cannae's management to address, including the timeline for the 2025 Annual Meeting, the justification for delays, and the plan for returning proceeds from the Dun & Bradstreet sale [6]. - Specific inquiries include how much of the $300 million committed for share repurchases will be returned to non-insider shareholders and whether a premium will be offered in a tender offer [6]. Company Background - Carronade Capital Management is a multi-strategy investment firm with approximately $2.5 billion in assets under management, focusing on process-driven investments in catalyst-rich situations [5].

Core Viewpoint - Carronade Capital is urging Cannae Holdings to promptly announce the date for its 2025 Annual Meeting, highlighting concerns over the Board's governance and accountability due to the delay in scheduling the meeting [2][3]. Group 1: Board Governance and Accountability - The delay in holding the 2025 Annual Meeting raises doubts about the Board's claims of significant governance advancements, suggesting a potential attempt to evade accountability and entrench the current Board [2][3]. - Carronade Capital believes that the Board's decision to reincorporate from Delaware to Nevada has not been well-received by proxy advisory firms, further indicating a disregard for accepted corporate governance principles [3]. Group 2: Capital Return Plan - Carronade Capital is calling for greater clarity on Cannae's plan to return capital to shareholders following the sale of Dun & Bradstreet, emphasizing the need for any share buyback to be executed on favorable terms [4]. - The firm remains committed to driving shareholder value and seeks representation on the Board at the upcoming Annual Meeting, nominating four independent candidates [4]. Group 3: Shareholder Engagement - Carronade Capital beneficially owns approximately 3.2 million shares of Cannae Holdings, making it one of the top shareholders, and is actively seeking to influence the Board's direction [2][11]. - The firm has filed a preliminary proxy statement to solicit votes for its director nominees at the 2025 Annual Meeting, indicating a proactive approach to shareholder engagement [11].

Financial Performance - Cannae Holdings, Inc. reported a quarterly loss of $0.59 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.56, representing an earnings surprise of -5.36% [1] - The company posted revenues of $103.2 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 3.73%, and down from $110.7 million a year ago [2] - Over the last four quarters, Cannae has surpassed consensus EPS estimates two times and topped consensus revenue estimates three times [2] Stock Performance - Cannae shares have declined approximately 7.4% since the beginning of the year, compared to a decline of -3.8% for the S&P 500 [3] - The current consensus EPS estimate for the upcoming quarter is -$0.35 on revenues of $115.3 million, and for the current fiscal year, it is -$1.18 on revenues of $445.5 million [7] Industry Outlook - The Financial - Investment Management industry, to which Cannae belongs, is currently ranked in the bottom 14% of over 250 Zacks industries, indicating potential challenges ahead [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Cannae's stock performance [5]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [22] - The company reported net recognized gains of $7 million in Q1 2025 compared to $5 million in the prior year, including non-cash fair value losses on Paysafe and Rapid7 [25] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025 compared to an $18 million gain in the prior year [26] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter, with adjusted EBITDA of $211 million, exceeding consensus expectations [12] - Alight reported total revenue of $548 million for Q1 2025, a 2% decrease from the prior year, but adjusted EBITDA increased by $2 million to $118 million, also ahead of consensus estimates [13] - The Restaurant Group's operating expenses were $125 million in Q1 2025, down $27 million from the prior year, reflecting a focus on cost reduction [23] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is set to be acquired for $4.1 billion, from which Cannae expects to receive $632 million in proceeds [7] - The company anticipates utilizing approximately $730 million from public portfolio sales for shareholder returns and debt repayment [9] Company Strategy and Development Direction - Cannae aims to rebalance its portfolio away from public investments and focus on attractive companies with positive cash flows, return capital to shareholders, and improve operational performance [7] - The company has expanded its strategic relationship with JANNA Partners, acquiring an additional 30% stake to enhance capital allocation towards proprietary acquisitions [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the embedded value in Cannae's portfolio and the potential for stock price appreciation as the strategic plan is executed [49] - The company is committed to returning a significant amount of capital to shareholders through share repurchases and dividends following the DNB transaction [8] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing extensive experience in investment management [11] - The acquisition of Vitality Stadium is seen as a financially attractive redevelopment opportunity for the club, with expected mid-teens returns [43] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners and its assets under management? - Management indicated that JANNA Partners has over $2 billion in assets under management and is performing well financially [31] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [34] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially compelling, with expected mid-teens returns on investment [43] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but there will be opportunistic investments in attractive businesses [46]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [22] - The company reported net recognized gains of $7 million in Q1 2025 compared to $5 million in the prior year [25] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025, compared to an $18 million gain in the prior year [26] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter [12] - Alight reported total revenue from continuing operations of $548 million for Q1 2025, a 2% decrease from the prior year [13] - Adjusted EBITDA for Alight was $118 million, a $2 million increase compared to the prior year, with management affirming guidance for full-year 2025 [13] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is set to be acquired for $4.1 billion, with Cannae expected to receive $632 million in proceeds [7][8] - The company has sold approximately $1.1 billion of public portfolio stakes since the beginning of 2024, expecting to utilize around $730 million for shareholder returns and debt repayment [9] Company Strategy and Development Direction - Cannae aims to rebalance its portfolio away from public investments and focus on attractive companies with positive cash flows [7] - The company is committed to returning capital to shareholders and improving operational performance of its portfolio companies [7] - Cannae has expanded its strategic relationship with JANNA Partners, acquiring an additional 30% stake to enhance capital allocation towards proprietary acquisitions [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the embedded value in Cannae's portfolio and the potential for stock price appreciation as the strategic plan is executed [48] - The company is focused on returning significant capital to shareholders while remaining open to opportunistic investments [45] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing strong investment management experience [11] - The acquisition of Vitality Stadium is seen as an attractive investment opportunity, with expected mid-teens returns [41] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners? - Management indicated that JANNA has significantly higher assets under management (AUM) than initially invested, exceeding $2 billion, and is performing well financially [30] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [33] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially compelling, with expected mid-teens returns on investment [41] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but the company remains open to attractive investment opportunities [45]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [23] - The company reported net recognized gains of $7 million in Q1 2025, compared to $5 million in the prior year [27] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025, compared to an $18 million gain in the prior year [28] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter [13] - Alight reported total revenue from continuing operations of $548 million for Q1 2025, a 2% decrease from the prior year [14] - Adjusted EBITDA for Alight was $118 million, a $2 million increase compared to the prior year [14] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is being acquired for $4.1 billion, from which Cannae will receive $632 million upon closing [7][9] - The company expects to utilize approximately $730 million from public portfolio sales for shareholder returns and debt repayment [10] Company Strategy and Development Direction - Cannae is focused on rebalancing its portfolio away from public investments and investing in companies with positive cash flows [7] - The company aims to return capital to shareholders and improve operational performance of its portfolio companies [7] - Cannae announced an agreement to acquire an additional 30% stake in JANNA Partners for $67.5 million, enhancing its ability to allocate capital towards proprietary acquisitions [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strategic relationship with JANNA Partners and the potential for future investments [32] - The company believes there remains significant embedded value in its portfolio and upside in stock price as it executes its strategic plan [50] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing strong investment management experience [12] - The company is undergoing significant changes in its Restaurant Group, including management restructuring and cost-cutting measures [26] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners? - Management indicated that JANNA has significantly higher assets under management than initially invested, exceeding $2 billion, and is performing well financially [31][32] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [35] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially attractive, projecting mid-teens returns on the investment [42][43] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but the company remains open to opportunistic investments that can deliver attractive returns [46][47]

Financial Performance - Total operating revenues for the three months ended March 31, 2025, were $103.2 million, a decrease of 6.4% from $110.7 million in the same period of 2024[111]. - Restaurant revenue decreased to $99.1 million in Q1 2025 from $106.5 million in Q1 2024, reflecting a decline of 6.9%[111]. - Operating loss for the three months ended March 31, 2025, was $21.4 million, an improvement from a loss of $40.6 million in the same period of 2024, representing a reduction of 47.3%[111]. - Net loss attributable to Cannae Holdings, Inc. common shareholders was $113.0 million for Q1 2025, compared to a net loss of $89.9 million in Q1 2024, indicating an increase of 25.7%[111]. - Alight's total revenues decreased to $548.0 million in Q1 2025 from $559.0 million in Q1 2024, with a net loss attributable to Alight of $25.0 million[127]. Impairments and Fair Value - The fair value of the ownership interest in Dun & Bradstreet was $617.3 million as of March 31, 2025, with a recorded book value of $685.4 million, resulting in an impairment of $68.1 million[106]. - The fair value of the investment in Alight was $240.0 million as of March 31, 2025, compared to a book value of $369.5 million, indicating a decline in fair value for approximately 11 months[107]. Taxation - Income tax expense for the three months ended March 31, 2025, was $20.2 million, down from $56.5 million in the same period of 2024, reflecting a decrease of 64.3%[120]. - The effective tax rate for Q1 2025 was (121.7)%, compared to (156.1)% in Q1 2024, influenced by changes in the characteristics of net earnings[120]. Operational Challenges - The company anticipates ongoing macroeconomic uncertainty impacting operations in fiscal 2025, including factors such as consumer spending and inflation levels[101]. - Comparable store sales for O'Charley's and 99 Restaurants brands decreased by 14.9% and 0.3%, respectively, primarily due to a decrease in guest counts[124]. - Cost of restaurant revenue as a percentage of restaurant revenue increased to 91.8% in Q1 2025 from 88.5% in Q1 2024, primarily due to inflation in commodities[125]. Segment Performance - Restaurant Group segment total revenues decreased by $7.4 million, or 6.9%, to $99.1 million for the three months ended March 31, 2025, compared to $106.5 million in 2024[123]. - Corporate and Other segment operating loss improved to $17.7 million in Q1 2025 from $37.5 million in Q1 2024, primarily due to decreased personnel costs[132]. Cash Flow and Liquidity - Cash flows provided by operations increased by $45.1 million to $9.1 million in Q1 2025, compared to $(36.0) million in Q1 2024, mainly due to tax refunds and lower operating expenses[142]. - Cash and cash equivalents as of March 31, 2025, totaled $126.2 million, with $109.9 million held by the corporate holding company[138]. - The company expects to receive additional cash proceeds of $549.4 million upon closing of the D&B Sale, anticipated in Q3 2025[139]. Share Repurchase Programs - The company has repurchased a total of 7,704,537 shares for approximately $151.0 million, averaging $19.59 per share, under the 2022 Repurchase Program[152]. - A new stock repurchase program was authorized on October 29, 2023, allowing for the repurchase of up to 10.0 million shares, in addition to the existing 2022 program[153]. - The 2025 Repurchase Program was authorized on March 24, 2025, also permitting the repurchase of up to 10.0 million shares, with no purchases made under this program as of the report date[154]. Market Risks - There have been no material changes in market risks during the three months ended March 31, 2025, compared to the previous annual report[155].

Revenue Performance - Cannae reported first quarter 2025 total revenue of $580 million, with organic revenue growth of 3.6%[18] - Dun & Bradstreet reported total revenues of $579.8 million for the first quarter 2025, compared to $564.5 million in the prior year[19] - Alight reported total revenue of $548 million for the first quarter 2025, down from $559 million in the prior year[27] - Cannae Restaurant Group reported total revenues of $99.1 Million for Q1 2025, down from $106.5 Million in Q1 2024[47] - System1 reported total revenue of $75 Million for Q1 2025, a 12% decrease from the prior year[35] Adjusted EBITDA - Adjusted EBITDA for the first quarter 2025 grew 4.8% to $211 million, with an Adjusted EBITDA margin of 21.5%, up from 20.8% in the prior year[18] - D&B's Adjusted EBITDA for the first quarter 2025 was $210.9 million, an increase from $201.3 million in the prior year[19] - Alight's Adjusted EBITDA from continuing operations increased to $118 million, a slight increase from $116 million in the prior year[28] - Adjusted EBITDA for System1 in Q1 2025 was $12 Million, compared to $0.4 Million in the prior year[36] - The adjusted EBITDA from continuing operations for System1 was $12.1 million in Q1 2025, a significant increase from $0.4 million in Q1 2024[80] - The adjusted EBITDA for the Restaurant Group was $(0.6) million in Q1 2025, down from $2.1 million in Q1 2024[82] Net Loss - Cannae's net loss attributable to common shareholders was $113 Million for Q1 2025, compared to $89.9 Million in Q1 2024[54] - System1 reported a net loss of $20 Million compared to a net loss of $14 Million in the prior year[35] - Net loss attributable to D&B was $15.8 million for Q1 2025, an improvement from a loss of $23.2 million in Q1 2024[71] - System1 reported a net loss of $19.9 million for the three months ended March 31, 2025, compared to a net loss of $13.8 million in the same period of 2024[80] - The Restaurant Group experienced a net loss of $3.2 million in Q1 2025, compared to a net loss of $2.4 million in Q1 2024[82] Cash Flow and Assets - Free Cash Flow for the three months ended March 31, 2025, was $44.0 million, down from $61.0 million in Q1 2024[76] - Total current assets increased to $773.5 million as of March 31, 2025, compared to $196.9 million on December 31, 2024[55] - Cash and cash equivalents decreased to $126.2 million as of March 31, 2025, from $131.5 million on December 31, 2024[55] - Total assets decreased to $2,096.4 million as of March 31, 2025, from $2,228.9 million on December 31, 2024[55] - Total liabilities decreased to $399.7 million as of March 31, 2025, from $413.6 million on December 31, 2024[55] - Equity decreased to $1,696.7 million as of March 31, 2025, from $1,815.3 million on December 31, 2024[55] Strategic Plans and Investments - Cannae plans to utilize at least $460 million of the expected $630 million proceeds from the Dun & Bradstreet sale for share repurchases, dividends, and debt repayment[12] - The company repurchased $20 million of its common stock during the quarter, with $261 million remaining in share buyback authorization[18] - Cannae's acquisition of an additional 30% stake in JANA Partners for $67.5 million will increase its total ownership to 50%[12] - Cannae has already sold 9 million shares of D&B for $81 million ahead of the transaction close[18] - Cannae has invested $224 Million in Black Knight Football, representing an approximate 44% ownership interest[45] Management and Corporate Information - Cannae's management team includes CEO Ryan R. Caswell and CFO Bryan D. Coy, among others[84] - The company's common stock is listed on the New York Stock Exchange under the symbol CNNE[87] Guidance and Future Projections - Management affirmed its previous guidance for 2025, projecting a revenue range of $2.32 Billion to $2.39 Billion, Adjusted EBITDA of $620 Million to $645 Million, and Free Cash Flow of $250 Million to $285 Million[30] - At quarter end, the company had $2.2 Billion, or 92% of projected 2025 revenue, under contract, along with $1.6 Billion for 2026 and $1.2 Billion for 2027[31] Other Notable Information - AFC Bournemouth achieved a new club record points tally for a Premier League campaign with 53 points, currently in 10th position[39] - Bournemouth was valued at $630 Million based on its 2023/2024 revenue of $203 Million, marking its first appearance on the World's 50 Most Valuable Football Clubs list[40] - The company incurred acquisition and restructuring costs of $2.1 million in Q1 2025[80] - Interest expense for System1 was $7.1 million in Q1 2025, slightly down from $8.0 million in Q1 2024[80] - Cannae's recorded book value for its investment in System1 was reduced to nil after recognizing System1's net loss in Q4 2023[78] - Cannae's results do not currently include its share of System1's net earnings or loss due to the equity method of accounting[78]

Group 1 - Cannae Holdings, Inc. (CNNE) shares increased by 7.8% to close at $17.36, following a notable trading volume that exceeded typical levels [1] - The stock surge was driven by a broader market rally, influenced by President Trump's announcement of a 90-day tariff pause for non-retaliating nations, which boosted investor confidence [2] - Cannae is expected to report a quarterly loss of $0.56 per share, reflecting a year-over-year change of +55.9%, with anticipated revenues of $107.2 million, down 3.2% from the previous year [2] Group 2 - The consensus EPS estimate for Cannae has remained unchanged over the last 30 days, indicating that stock price movements may not sustain without trends in earnings estimate revisions [4] - Cannae Holdings currently holds a Zacks Rank of 3 (Hold), while another company in the same industry, Patria Investments (PAX), saw an 8% increase in its stock price, closing at $10.45 [4] - Patria Investments has a consensus EPS estimate of $0.25 for the upcoming report, representing a year-over-year change of +19.1%, and currently holds a Zacks Rank of 4 (Sell) [5]

Core Viewpoint - Carronade Capital is advocating for the election of four independent director nominees to the Board of Cannae Holdings, citing the need for accountability and independence to address chronic underperformance and governance issues [1][2][3]. Group 1: Nomination and Qualifications - Carronade Capital has nominated four highly qualified candidates: Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible, who possess the expertise to drive value creation initiatives [3][4]. - The nominees are described as truly independent and are expected to prioritize shareholder interests over management [3][4]. Group 2: Criticism of Current Board - Carronade Capital criticizes Cannae's current Board for its inadequate response to governance issues and for providing excessive benefits to Bill Foley, including a cash buyout for half his shares at a premium if he resigns under certain conditions [2][3]. - The firm argues that the current Board's actions are insufficient to rectify the significant discount to net asset value (NAV) and that new independent directors are necessary to restore shareholder confidence [3]. Group 3: Value Creation Initiatives - If elected, Carronade's nominees are expected to implement several initiatives aimed at enhancing shareholder value, including timely capital returns through spin-outs or buybacks, refreshing leadership in key committees, and reducing corporate overhead costs [4][5]. - The firm emphasizes the importance of creating a Value Maximization committee to oversee the execution of plans designed to improve shareholder returns [5]. Group 4: Shareholder Engagement - Carronade Capital plans to engage with shareholders leading up to the 2025 Annual Meeting, which is expected to occur around mid-June 2025 [4]. - Shareholders are advised that no action is required from them at this time [4]. Group 5: Company Background - Carronade Capital is a multi-strategy investment firm based in Connecticut, managing over $2.2 billion in assets and focusing on process-driven investments in catalyst-rich situations [5]. - The firm was founded in 2019 by Dan Gropper, who has nearly three decades of experience in special situations credit [5][6].