UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Addresses of principal executive offices)
(
(Registrant’s telephone number, including area code)
N/A
(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 | Trading Symbol | Name of each exchange on which registered | ||
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. ¨
Explanatory Note
On March 25, 2020, Cannae Holdings, Inc. (the “Company,” “Cannae” or “it”) filed an Amendment No. 1 to its Annual Report on Form 10-K/A (the “Form 10-K Amendment”) with respect to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Form 10-K”). The Form 10-K Amendment updated the list of Exhibits in Item 15 of Part IV of the Form 10-K to include the financial statements of the Company’s affiliate, Star Parent, L.P. (“Star Parent”), pursuant to Rule 3-09 of Regulation S-X, and the auditor’s consent with respect to the reports related to Star Parent’s financial statements. This Current Report on Form 8-K amends the Exhibit 23.3 filed with the Form 10-K Amendment to include a revised auditor’s consent with respect to the reports related to Star Parent’s financial statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description |
23.3 | Consent of KPMG LLP with respect to reports related to Star Parent, L.P. |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cannae Holdings, Inc. | |||
Date: June 10, 2020 | By: | /s/ Michael L. Gravelle | |
Name: | Michael L. Gravelle | ||
Title: | Executive Vice President, General Counsel, and Corporate Secretary |
Exhibit 23.3
Consent of Independent Auditors
The Partners
Star Parent L.P.:
We consent to the incorporation by reference in the registration statement (No. 333-235303) on Form S-3 of Cannae Holdings, Inc. of our report dated March 17, 2020, with respect to the consolidated balance sheet of Star Parent L.P. as of December 31, 2019, the related consolidated statements of operations and comprehensive loss, partners’ capital, and cash flows for the period from February 8, 2019 to December 31, 2019, and the related notes, which report appears in the Form 10-K/A of Cannae Holdings, Inc. dated March 25, 2020, and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Short Hills, New Jersey
June 10, 2020