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United States securities and exchange commission logo
August 12, 2021
Bryan Coy
Executive Vice President and Chief Financial Officer
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, Nevada 89134
Re: Cannae Holdings,
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2020
Filed February 26,
2021
Response dated July
30, 2021
File No. 001-38300
Dear Mr. Coy:
We have reviewed your July 30, 2021 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to the comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 19, 2021 letter.
Form 10-K for Fiscal Year Ended December 31, 2020
Item 1A. Risk Factors
Risks Relating to the Company's Structure
We may become subject to the Investment Company Act of 1940, page 11
1. Based on your response
to comment 1, we do not consider DNB, Optimal Blue, and
AmeriLife to be
majority-owned subsidiaries of the company for purposes of the 40%
test. Therefore, please
provide additional analysis explaining why the company believes it
is not an investment
company subject to regulation under the Investment Company Act of
1940. Such analysis
should discuss:
whether the
company can rely on Rule 3a-1 under the 1940 Act, including whether it
Bryan Coy
Cannae Holdings, Inc.
August 12, 2021
Page 2
is a special situation investment company per Rule 3a-1(b) and
its history of a high
percentage of the company s income coming from investment
securities.
whether the company s externalized management structure and
its payments of
carried interest to the manager based on profits upon liquidity
events indicate that the
company intends to acquire securities of portfolio companies in
order to profit from
dispositions of those securities, rather than to actively engage
in the companies
business activities.
disclosures in the company s 10-K that appear to support the
conclusion that the
company acquires securities of portfolio companies in order to
make a profit from
selling them, e.g. references to the company s investments
in entities and securities
where [the company sees] the potential to achieve above market
returns and efforts
to achieve superior financial performance and maximize the
value of [its] assets .
In addition, please identify examples of other non-investment holding
companies that
utilize an externalized management structure and any examples that
include a fee structure
similar to the company s management fee and profits interest
arrangement based on
carried interest related to liquidity events.
You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202)
551-3769 with
any questions.
FirstName LastNameBryan Coy Sincerely,
Comapany NameCannae Holdings, Inc.
Division of
Corporation Finance
August 12, 2021 Page 2 Office of Trade
& Services
FirstName LastName