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United States securities and exchange commission logo
July 19, 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
Form 10-Q for
Fiscal Quarter Ended March 31, 2021
Filed May 10, 2021
File No. 001-38300
Dear Mr. Coy:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
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. Please provide a
detailed legal analysis explaining why the registrant believes it is not an
investment company
under the Investment Company Act of 1940. Such analysis should
include a discussion as
to whether the registrant believes it is compliant with the 40% test
set forth in section
3(a)(1)(C) of the 1940 Act. It should also address the registrant s
management structure
and payments to the manager, which appear to resemble those
associated with
investment funds. In your response, please provide sufficient information
to assess your
analysis. Please note that we will refer your response to the Division of
Investment Management
for further review.
Bryan Coy
Cannae Holdings, Inc.
July 19, 2021
Page 2
Consolidated Financial Statements
Consolidated Statements of Operations, page 56
2. Please tell us how you considered the guidance in Rule 5-03 of
Regulation S-X in
presenting an additional profit subtotal between paragraphs 10 and 11
-- earnings from
continuing operations before equity in earnings (losses) of
unconsolidated affiliates.
Consolidated Statements of Cash Flows, page 59
3. Please disclose your accounting policy for classifying distributions
from investments in
unconsolidated affiliates as operating or investing activities. Also,
disclose the nature of
the cash proceeds classified within operating activities and investing
activities for each
period presented. Refer to ASC 230-10-45-21D.
Form 10-Q for Fiscal Quarter Ended March 31, 2021
Item 6. Exhibits
Exhibits 31.1 and 31.2, page 38
4. You omit the internal control over financial reporting language from
the introductory
portion of paragraph 4 of your Section 302 certifications, as well as
paragraph 4(b). This
language was required beginning with your first annual report that
contained
management s report on internal control over financial reporting and
continues to be
required in the Section 302 certifications of all periodic reports
filed thereafter. Please
make the appropriate revisions. Refer to the guidance in Question
246.13 of the
Division s Compliance and Disclosure Interpretations for Regulation
S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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
July 19, 2021 Page 2 Office of Trade
& Services
FirstName LastName