Cannae Holdings, Inc. Announces Settlement of Action

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%.