Item 8.01. Other Events.

Entry into Underwriting Agreement

On December 3, 2019, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., as a representative of the underwriters named in Schedule 1 thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell 7,475,000 shares of common stock, par value $0.0001, of the Company ("Common Stock") to the Underwriters at a public offering price of $33.00 per share (the "Offering"), which includes 975,000 shares of Common Stock sold pursuant to the full exercise of Underwriters' option to purchase additional shares. Certain of the Company's directors and officers and certain other related parties purchased, at the public offering price, approximately 84,200 shares of Common Stock. The Offering closed on December 6, 2019. The net proceeds to the Company from the Offering were approximately $236.2 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering to fund future acquisitions and for working capital and general corporate purposes.

The Offering was made pursuant to a prospectus supplement, dated December 3, 2019, and the prospectus, dated November 27, 2019, included in the Company's registration statement on Form S-3 (File No. 333-235303), which was initially filed with the Securities and Exchange Commission on November 27, 2019.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares of Common Stock by the Company to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The Company and certain of its directors and executive officers also agreed not to sell or transfer any Common Stock for 60 days after December 3, 2019 without first obtaining the written consent of BofA Securities, Inc. as a representative on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



  Exhibit   Description
    1.1       Underwriting Agreement, dated December 3, 2019, between Cannae
            Holdings, Inc. and BofA Securities, Inc., as a representative of the
            underwriters named therein.
    104     Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

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