SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 18, 2020
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer Identification Number)
1701 Village Center Circle
Las Vegas, Nevada 89134
(Addresses of Principal Executive Offices)
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Cannae Common Stock, $0.0001 par value
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Termination of a Material Definitive Agreement.
On February 18, 2020, Cannae Funding, LLC (the "Borrower"), an indirect wholly-owned special purpose subsidiary of Cannae Holdings, Inc., repaid in full all amounts due under the Amended and Restated Margin Loan Agreement, originally dated as of November 7, 2018 and amended and restated as of December 18, 2019, with the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as the administrative agent, and Credit Suisse Securities (USA) LLC and Deutsche Bank AG, London Branch, as the case may be, as calculation agent (the “Margin Loan Agreement”). Upon such repayment and the entry of the Borrower into a payoff letter, dated February 21, 2020, with the other parties to the Margin Loan Agreement, the Margin Loan Agreement was terminated and the 19,800,000 shares of common stock of Ceridian HCM Holding, Inc. held by the Borrower which previously secured the borrowings under the Margin Loan Agreement were released from the first priority lien.
Financial Statements and Exhibits
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cannae Holdings, Inc.
February 21, 2020
/s/ Michael L. Gravelle
Michael L. Gravelle
Executive Vice President, General Counsel, and Corporate Secretary