Investor Presentation
February 2024
Safe Harbor
This presentation contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions, or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the intended commencement of the tender offer; changes in general economic, business and political conditions, including changes in the financial markets and changes in macroeconomic conditions resulting from the outbreak of a pandemic or escalation of the current conflicts in Ukraine and the Middle East; risks associated with the Investment Company Act of 1940; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face.
This presentation should be read in conjunction with the risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of the Cannae Holdings, Inc.'s ("Cannae") Forms 10-Q,10-K and other filings with the Securities and Exchange Commission.
Statements and case studies contained herein relate to (i) Fidelity National Financial, Inc. ("FNF"), (ii) Fidelity National Information Services, Inc. ("FIS"), (iii) Alight, Inc. ("ALIT") (iv) Paysafe Limited ("PSFE"), (v) Dayforce, Inc. ("DAY"), (vi) Dun & Bradstreet Holdings, Inc. ("DNB"), and/or (vii) System1, Inc. ("SST"). An investment in Cannae
is not an investment in any of these securities. The historical stock price performance of these securities is not necessarily indicative of future performance of Cannae. Past stock price performance and rate of return of common stock of Cannae may not be indicative of future performance.
Additional Information Regarding the Tender Offer:
This communication is for informational purposes only, is not a recommendation to buy or sell any securities of the Company and does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Company. The tender offer described in this communication is being made only pursuant to an offer to purchase and related materials that were previously distributed to the Company's shareholders and filed with the SEC. Shareholders should read carefully the offer to purchase and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders and investors are able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase and other documents that the Company filed with the SEC at the SEC's website at www.sec.govor by calling the information agent for the contemplated tender offer identified in the offer to purchase.
CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 2
Cannae Overview
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 (FNFV), a tracking stock of Fidelity National Financial (FNF), and in 2017, FNF spun out FNFV as Cannae Holdings, Inc. Cannae leverages Foley's nearly 40-year track record of operating and investing in world class businesses and delivering shareholder value.
FOLEY VALUE CREATION PLAYBOOK
Identify Value | Utilize Full | World Class | Invest for | Acquisitions |
Enhancements | Operating Toolkit | Talent | Growth | |
Cost savings, | Pricing, sales force | Executive team, | New products and | Add-on acquisitions, |
strategy shifts, | efficiency/cross- | alignment of | new markets with | transformative |
elimination of siloed | selling, marketing | interests, clear | overlooked growth | transactions and |
organizational | optimization | goals for | potential | strategic partnerships |
structures, product | management, | |||
expansion | Board of Directors |
CNNE BY THE NUMBERS
As of 02/21/2024
2014 | Split off from FNF in 2017 |
FOUNDED | |
$2.4B | Net assets (1) |
$511M | Share repurchases (2) |
Since 05/12/21 | |
$148M | Holding company cash and |
short-term investments | |
40% | Stock price discount to Net |
Asset Value ("NAV")(1) |
- See pg. 9
- See pg. 10
CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 3
Key investment highlights
1
2
3
4
5
Led by William P. Foley, II
A preeminent operator and deal maker with a long, proven track record of shareholder value creation
Unique investment philosophy & playbook
Utilizes Foley's investment philosophy and value creation playbook built for 40 years and hundreds of strategic acquisitions
Attractive portfolio with significant embedded upside
Significant value creation opportunities within existing portfolio
Strategic capital allocation strategy to drive shareholder value
Capital allocation focused on share repurchases and potential new investment opportunities
Proven ability to create value for shareholders over the long term
~$88B of public market value created by Bill Foley affiliated companies
Source: Public company filings and market data as of 02/21/2024
CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 4
1 Cannae is led by William P. Foley, II
- William P. Foley II ("Bill Foley" or "Foley") is responsible for the growth of ~$88B in publicly traded companies to date including Fidelity National Information Services
("FIS"), Fidelity National Financial ("FNF"), Black Knight, Inc. ("BKI")(1), Dayforce ("DAY"), Dun & Bradstreet ("D&B" or "DNB"), F&G Annuities & Life, Inc. ("F&G), Paysafe, Ltd. ("PSFE"), Alight, Inc. ("ALIT"), System1 ("SST) and Cannae ("CNNE") - Throughout his career, Foley has developed a value creation framework to identify and execute investments and drive value for shareholders. (see page 6)
- Foley has consistently accelerated growth and improved operating margins as well as executed strategic M&A and exceeded cost reduction targets on acquisitions
- As the CEO and Chairman, Foley led the growth of FNF from a $3M LBO in 1984 to the largest title insurance company in the nation with a $14.4B market cap today
- Foley led the acquisition of LPS in 2014, rebranded as Black Knight, Inc., achieved over $300M of cost savings, and was instrumental in expanding operating margins.
- Foley led the 2019 acquisition of DNB and achieved $241M in cost savings initiatives in the first year after acquisition
-
Foley is the Majority Owner, Chairman, CEO and Governor of the National Hockey
League's 31st franchise, the Vegas Golden Knights, the American Hockey League's Henderson Silver Knights, the Indoor Football League's 18th member, the Vegas Knight Hawks, Chairman of AFC Bournemouth, an English Premiere League football club and owner of new expansion football club in Auckland, New Zealand
Strong track record delivering value…
$37.6B | |||||
$14.4B | (1) | ||||
$11.9B | $10.9B | ||||
$2.5B | $1.6B | $2.9B | $4.6B | ||
$3M | $2.0B | ||||
1984 LBO Current | 2006 | Current 2015 IPO | Current 2018 IPO | Current 2019 LBO | Current |
Mkt Cap | Spin-Off | Mkt Cap | Mkt Cap | Mkt Cap | Mkt Cap |
…And Overachieving Targeted Savings ($M)
Acquiror | Target | Acquisition date | Forecast savings | $ of synergies |
achieved | ||||
Cannae | D&B | Feb-2019 | $200 | $241 |
FNF | LPS | Jan-2014 | $150 | $312 |
FIS | Metavante | Apr-2009 | $260 | $300 |
FNF | Land America | Dec-2008 | $150 | $265 |
FIS | eFunds | Sep-2007 | $65 | $87 |
FNF | Intercept | Dec-2004 | $25 | $33 |
FNF | Aurum | Mar-2004 | $15 | $17 |
FNF | Chicago Title | Mar-2000 | $90 | $133 |
Source: Public company filings and market data as of 02/21/2024. | |
1) ICE acquired BKI in September 2023 at an enterprise value of $11.9B | CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 5 |
2 Foley's established value creation playbook
Foley Playbook was created at FNF
Metric driven management
Industry consolidation and enhancing execution
Recruitment of
C-Suite talent
Diversification, streamlining, and continued growth
Proven results
- In 1984, Foley acquired Fidelity National Title for $3M when it was ranked 48th in the country among title insurance companies and had revenue of $6M (1)
- First to bring performance metric driven managementto the title insurance industry
- Focused on operating profit optimization across economic cycles
- A track record of consolidation, while also creating highly efficient, market leading companies
- Acquired Chicago Title Insurance Company, creating the nation's largest title insurer
- Led hundreds of acquisitions since initial acquisition
- Industry leading title marginsover multi-decade economic cycles
• Mr. Foley recruited and mentored future industry leaders and all executive officers | Foley |
- Includes FNF's current Vice Chairman Raymond Quirk and Chief Executive Officer Mike Nolan | Playbook |
- Continued growth with additional strategic acquisitionssuch as:
- Diversified investmentsincluding:
- FNF is now the nation's largesttitle insurance and settlement services company
- #1 market sharein the residential purchase, refinance, and commercial markets (2)
- FNF average pre-taxtitle margins of ~16% over the last decadecompared to competitor average margins of ~10%during the same period (2)
Identify Value Enhancements
- Cost savings
- Strategy shifts
- Elimination of siloed organizational structures
- Product expansion
Exploit Full Operating Tool Kit
- Pricing
- Sales force efficiency / cross- selling
- Marketing optimization
World Class Talent
- Executive team
- Alignment of interests
- Clear goals for management
- Board of Directors
Invest for Growth
- New products
- New markets
Acquisitions
- Strategic acquisitions
- Transformative transactions
Foley's value creation playbook was created and first implemented at FNF, where it has been driving consistent outperformance for nearly 40 years
1) | Revenue and ranking as of 1984. From FNF Company website. | |
2) | FNF margins and rankings data from the FNF FALL 2023 Investor Update Presentation. Title margin averages include every year from 2013 - 2023. | CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 6 |
2 Foley playbook successful across numerous investments
Company
Overview
Bill Foley
Playbook
Transformation and
Achievement of Synergies
• | Global human capital management software | • | Global provider of business decision data, analytics, and | • | A premier provider of high-performance |
provider that helps manage the entire employee | insights | software, data and analytics for | |||
lifecycle. | • | D&B's global commercial database contains over 500M | mortgage and home equity lending and | ||
• | The company's core product, Dayforce Wallet, has | total businesses in data cloud | servicing | ||
delivered more than $2 Billion in earned wages to | • | Expanding analytical applications with strategic | • | Businesses leverage their robust, | |
userssince launching in 2020. | acquisitions - numerous tuck-ins since 2020. | integrated solutions across the entire | |||
• | In Q3 2023, Ceridian re-branded to Dayforce, which | • | Leveraging the latest generative AI to solve new use | homeownership life cycle to help retain | |
is a true reflection of their product, an enterprise- | cases for clients | existing customers, gain new customers, | |||
grade, full-suite human capital management | mitigate risk and operate more | ||||
company | effectively | ||||
• | Acquired Dayforce, a SaaS cloud software company | • | Brought in strategic and capital partners to execute the | • | Re-acquired Lender Processing Services |
in 2012 | ~$7B enterprise value / ~$2B equity value acquisition of | ("LPS") in 2014 for $4.2B | |||
• | Sold Comdata to FleetCor Technologies in 2014 for | D&B | • | Branded the technology, data, and | |
total pre-tax gains of ~$500M | • | Led strategic direction in Executive Chairman role | analytics business as BKI | ||
• | Executed IPO in 2018 at a ~$3B equity valuation | • | Replaced the entire senior leadership | ||
Executed IPO above the expected range in June 2020. | |||||
• | Successfully monetized in both follow-on and block | • | team and brought in Thomas H. Lee | ||
trades post-IPO | • | Took the company public in 2015 | |||
• | Streamlined the management, which was critical to | • | Recruited a new management team to accelerate | • | Reorganized the company and refocused |
business model shift from a service bureau model to | strategic transformation | management on growth | |||
a SaaS model | • | Helped identify efficiencies and optimization measures - | • | Drove ~$300M of cost savings through | |
• | Expanded adjusted EBITDA margins by | achieved ~$241M in annual cost savings | optimization | ||
approximately 1279 bps since acquisition | • | Realigned organization to increase effectiveness and | • | BKI was acquired by ICE at an enterprise | |
• | Equity value has increased substantially from ~$3B | accountability | value of $11.9B in September 2023, a | ||
at 2018 IPO to current market cap of ~$10.9B | • | Optimized go-to market strategy to incentivize cross- | market value increase of almost $10B or | ||
• | Since their 2018 IPO, the Dayforce customer counts | selling and long-term contracts | ~6x since the 2015 IPO | ||
have doubled from 3,154 to 6,393 | • | Equity value has increased substantially from ~$2B at | |||
2019 LBO to current market cap of ~$4.6B | |||||
Source: Public company filings and market data as of 02/21/2024. | CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 7 |
2 Foley focuses on recurring investment themes
Compelling industry
dynamics
Significant Market Share
- Largest title insurer in the
United States
- Leading provider of software, data and analytics
• Major provider of technology solutions in financial markets
- Global provider of business decision data and analytics
- Leading human capital management company
- Leading cloud-based provider of integrated digital human capital and business solutions
Sustainable growth
opportunities
Essential Utilities
- Critical infrastructure and mission-critical solutions
• Deeply embedded into clients' systems
- Provides connecting tissue in their ecosystems
• Strong software and proprietary data
• High barriers to entry
High recurring cash flow with
long-term contracts
Unseen Potential for Growth
- Bill Foley focuses on long-term, sustainable revenue growth and profitability opportunities
- Has achieved industry leading title
margins over multi-decade economic cycles and grew from the 4th largest title insurer to the largest in the nation
- Strong public market growth, going from ~$2.5B market cap in 2006 to ~$37.6B today
- Grew from $2.5B enterprise value at
2015 IPO to $11.9B in recent buyout
- A legacy paper-based payroll company, transformed to cloud-based SaaS, with total revenues increasing ~126% to ~$1.5B from 2017 to 2023
CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 8
3 Attractive portfolio with significant embedded upside
$'s in millions except for values per CNNE share | (1) | FV, Net of Fees | (2) | & Taxes | (3) | ||||
Company | Current Ownership | Initial Year | Cost of | Gross Fair Value | Amount | (5) | Per CNNE Share | (1) | |
Invested | Investment | (4) | |||||||
("FV") |
79.0M shares or ~18% | 2019 | $ | 862.8 | $ | 831.6 | $ | 822.8 | $ | 11.39 | |
52.5M shares or ~10% | 2021 | 440.5 | 488.0 | 472.3 | 6.54 | |||||
2.0M shares or ~1% | 2007 | 12.1 | 139.8 | 110.6 | 1.53 | |||||
27.0M shares or ~31% | 2022 | 231.9 | 49.6 | 87.6 | 1.21 | |||||
3.4M shares or ~5% | 2021 | 150.8 | 44.6 | 66.2 | 0.92 | |||||
~32% | 2021 | 272.0 | 162.3 | 170.9 | 2.37 | |||||
BKFE | ~48% | 2022 | 162.1 | 162.1 | 151.0 | 2.09 | ||||
~65% & ~88% | 2012 | 131.6 | 131.6 | 128.6 | 1.78 | |||||
~6% | 2022 | 61.0 | 89.5 | 80.0 | 1.11 | |||||
~5% | 2020 | 34.5 | 89.3 | 71.9 | 0.99 | |||||
minority | 2024 | 56.0 | 56.0 | 56.0 | 0.78 | |||||
~89% | 2023 | 52.1 | 52.1 | 52.1 | 0.72 | |||||
Other investments and assets, net | Various | Various | 63.9 | 64.2 | 69.5 | 0.96 | ||||
Debt | (59.7) | (59.7) | (59.7) | (0.83) | ||||||
Holding company cash and short-term | 147.9 | 147.9 | 147.9 | 2.05 | ||||||
investments | ||||||||||
TOTAL | $ | 2,619.5 | $ | 2,448.9 | $ | 2,427.7 | $ | 33.61 |
Cannae's share price of $20.08 as of
02/21/24 is a 40% discount to the
Net Asset Value per share
Source: Company management as of 02/21/2024
- Per share amounts based upon 72.2M Cannae shares outstanding at date of report
2) | Excluding Dayforce, "Fees" represents carried interest (CI) on hypothetical disposition at FV. Upon achieving an 8% IRR hurdle, the CI is 15% on the portion that is 1.0x - 2.0x MOIC and 20% on the . |
portion exceeding 2.0x MOIC. DAY ISIP fees are 10% of gain above $29.58 per share |
- Tax rate of 21%
- Cost of DNB investment includes $459.7M cash investment and $403.1M imputed value of shares received on 2/15/22 from the Optimal Blue transaction
- DNB, DAY, PSFE, ALIT, SST: public company filings and market data as of date noted above; all others estimated at last marks or at cost
6) | Net of estimated carried interest and tax expense of a hypothetical disposition at FV. May result in a tax benefit in the event an investment's cost exceeds FV | CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 9 |
7) | Based on third-party valuation |
4 Strategic capital allocation - share repurchases
Cannae's three-year history of repurchases at a significant discountto NAV…
21.7M shares
repurchased for $511Mat a 40% discount
New Developments - Tender Offer
- On March 1 2024, we launched a tender offer to repurchase $200M of the Company's common stock through a modified "Dutch Auction" tender offer at a price per share between $20.75 and $23.75
Why Tender Offer?
$339 |
44% |
discount |
28% |
discount |
$176 |
$2.4 |
- Accelerate the reduction to outstanding shares - The offer will bolster our already strong repurchase program in which we repurchased 24% of shares outstanding(3) over the last 3 years
- Speed of execution - The entire process can be completed in ~one month(4), reducing the exposure to black out limitations
- Value to shareholders - The offer will be open to all CNNE holders, including small retail investors, and allows Cannae to repurchase up to an additional ~13%(5) of its outstanding shares as of February 28, 2024
- Management continues to see significant value in not only the CNNE share price, but also in its underlying portfolio subsidiaries
$65 | 8 | $511 |
$98 | ||
$167 | $225 | |
$119 | ||
Cannae's dedication to reducing outstanding shares…
Estimated Tender Offer repurchases of ~9M(5) would represent ~10% of outstanding shares(3)
2021 | 2022 | 2023 | 3 year |
aggregate | |||
. | Repurchases(1) | NAV in excess of cost(2) | |
Source: Company management as of 02/21/2024
21.7M shares repurchased
represents
24% of outstanding shares(3)
CNNE
Outstanding
Shares
from early 2021
- Values are presented in millions
- Net asset values ("NAV) derived from the per share sum of the parts value
- Percentage repurchased based on outstanding shares as of 03/31/21
- Offer must be open for minimum of 20 business days
- Assumes completion of full $200M offer at the minimum price of the tender offer of $20.75 per share
CANNAE HOLDINGS INVESTOR PRESENTATION FEBRUARY 2024 | 10
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Cannae Holdings Inc. published this content on 07 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 March 2024 22:13:35 UTC.