SecProbe.io

Mail Stop 3561
June 6, 2017

Brent B. Bickett
President
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, N V 89134

Re: Cannae Holdings, Inc.
Registration Statement on Form S-4
Filed May 11, 2017
  File No. 333 -217886

Dear Mr. Bickett :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell  us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

How You Can Find Additional Information

1. Please revise  the second parag raph to specify the date by which security holders must
request documents.  Additionally, please highlight this statement by print type or
otherwise.  Refer to Item 2(2) of Form S -4.

Summary, page 4

2. Please confirm that you will file the line of credit ag reement with FNF  once the terms
have been finalized.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 2

Q:  Does the Split -Off create any conflicts of interest for Splitco’s management?, page 9

3. Please revise to identify the three executive officers who will also be employed by FNF
or its subsidiaries.   Please also revise the related risk factor on page 40.

Q:  What are  the reasons for the Split -Off?

4. Please expand to explain why the Split -Off is expected to enhance FNF's eligibility to be
included in certain stock indices.

Material U.S. Federal Income Tax Consequences of the Split -Off, page 53

5. Please confirm that Deloitte Tax will be providing a long -form tax opinion.

6. We note your disclosure in the first paragraph that this “discussion is consistent with the
tax opinion to be received from Delo itte Tax as to the principal U.S. federal income tax
consequences of the Split -Off to U.S. holders of Splitco common stock.”  Investors  are
entitled to know of the material U.S. federal income tax consequences, rather than just
“principal,” regarding the S plit-Off.  Please revise accordingly.  Refer to Section III.C.1
of Staff Legal Bulletin No. 19.

7. We note your disclosure in the fourth paragraph that this “ summary is not intended to be,
nor should it be construed to be, legal or tax advice to any particul ar investor.”   Investors
are entitled to rely on the opinions as expressed.  Please revise to remove this
inappropriate limitation on reliance.  Refer to Section III .D.1 of Staff Legal Bulletin No.
19.

Selected Unaudited Pro Forma Financial Data, page 60

8. We note your disclosure that you have presented information giving effect to the
announced sale of OneDigital which is expected to occur in the second quarter of 2017.
Please tell us and revise to disclose if you expect the sale of OneDigital to be accou nted
for as a discontinued operation.  If so, please revise your pro forma statement of
operations data to reflect the effect of this discontinued operation on the t hree most recent
fiscal y ears.

Summarized Pro Forma Statement of Operations Data, page 61

9. We note from your disclosure in footnote (2) that nonrecurring charges, including
estimated gain on the sale, transaction expenses, and related tax expense are not included
in the pro forma adjustments above.  Please revise to disclose the expected amount  of
these items in this footnote, if material.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 3

Selected Unaudited Historical Attributed Financial Data of FNFV Group, Page 67

10. We note that you present selected financial data for SplitCo , FNF, and the FNFV Group.
We also note that while the selected financial data for Spli tCo is derived from the audited
financial statements included in the filing, it is not clear how the data for FNFV Group is
derived.  Please tell us and revise to discl ose what makes this financial data “attributed”
to FNFV Group as you have disclosed, and explain how the amounts differ from the
financial data of the Spli tco presented on pages 62 & 63.

Management’s Discussion and Analysis of Financial Condition and Resu lts of Operations

General

11. We note from your disclosure beginning on page 108 that you will enter into certain
agreements with  FNF in connection with the split -off transaction, such as the
Reorganization Agreement, Tax Matters Agreement, Corporate Service s Agreement, and
Registration Rights Agreement.  Please revise MD&A to disclose the nature and
significant terms of each of these agreements to the extent that they are material, and to
discuss the expected impact of these agreements on your financial cond ition and results
of operations in future periods, as appropriate.

Critical Accounting Estimates, page 79

12. Please consider revising your Critical Accounting Estimates section to include a
discussion of your accounting for your equity method investment in Ceridian, including
the judgments and uncertainties involved, such as in evaluations of potential decrease in
investment value.  In this regard, we note that your investment in Ceridian is a significant
component of your total assets, and has been incurrin g losses over the last several years.
We also note from your disclosure on page 79 that historically low interest rates continue
to adversely affect this business and that Ceridian believes that and other factors listed
may continue to significantly aff ect its results of operations.

Results of Operations, page 81

13. We note your disclosure on page 82 that the net realized gain for the year ended
December 31, 2016 includes a net realized gain of $15 million on the sale of your
ownership interest in Stillwate r Insurance.  Please explain to us, and revise to disclose
more details about the nature of  this investment and its sale.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 4

Restaurant Group, page 83

14. Please revise to discuss the reasons for all significant changes in income statement line
items withi n each segment.  For example, personnel costs and other operating costs
decreased in 2016 as compared to 2015 but there is no discussion of the reason for this
decrease.  Also, when there are several reasons for a change in an income statement line
item, p lease quantify or otherwise describe the change so that it is clear how much of an
impact is attributable to each factor.  For example, you disclose that revenues from the
Restaurant Group decreased 18% in 2016 compared to 2015 primarily due to the
distrib ution of J. Alexander’s on September 29, 2015, decreased same store sales
primarily at O’Charley’s, and the sale of Max and Erma’s on January 25, 2016, but you
do not quantify these changes or provide the actual cost figures necessary to put th ese
changes in proper context.

Liquidity and Capital Resources, page 85

15. Please revise your liquidity section in MD& A to provide a more detailed explanation for
the change in working capital and consider including discussions of the three major
statements of cash flow captions (i.e., operating activities, investing activities and
financing activities) for the three year  period for which you present financial statements.
This discussion should not merely restate information that is obvious from reviewing the
financial statements.  For example, you explain that the increase in cash provided by
operations of $49.2 million from 2016 to 2015 is primarily attributable to lower payments
for income taxes of $49.6 million, however , you do not provide any other discussion on
your changes in cash flows from investing or financing activities.  Your revised
discussion should also dis close historical financing arrangements and their importance to
cash flows, including the effects, if any of the recent amendment to the ABRH Credit
Facility.  Refer to Item 303 of Regulation S -K and the SEC Interpretive Release No. 33 -
8350 dated December 19, 2003 for further guidance.

Contractual Obligations, page 86

16. We note that your purchase obligations are primarily food and beverage obligations with
fixed commitments in regards to the time period of the contract and the quantities
purchased with annu al price adjustments that can fluctuate.  Please tell us how you
consider agreements with minimum quantities and/or approximate delivery terms.  Refer
to Item 303(a)(5) of Regulation S -K.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 5

Executive Compensation, page 97

Executive Officers of Splitco , page 97

17. Please advise if any of your initial executive officers will have employment agreements
with the company.  If so, please summarize here and file as exhibits.

Investment Success Incentive Program, page 102

18. Please revise to discuss this incentiv e program in greater detail.  In this regard, please
revise to clarify if your initial executive officers are participants in this program.  If so,
please disclose their allocated percentages of any  incentive pool  and any potential
payments with respect to  the OneDigital transaction .

Audited Financial Statements of Fidelity National Financial Ventures Operations

Index to Financial Statements, Page F -1

19. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of
Regulation S -X at the effective date of the registration statement.

Note A. Business and Summary of Significant Accounting Policies: Revenue Recognition, page
F-15

20. We n ote your disclosure in Note A that restaurant revenue on the Combined Statements
of Operations consists of restaurant sales, bakery operations, and to a lesser extent,
franchise revenue and other revenue.  We also note your disclosure as to how you
recogni ze initial franchise fees and royalties generated by franchisee sales.  If material,
please disclose revenue and costs related to company -owned restaurants separately from
fees and royalties earned from franchisee owned restaurants under ASC 952 -605-45.
Also, if material, please revise your statements of operations to separate initial franchise
fees from other franchise fee revenue.  Also, if there are significant changes in franchisor
owned outlets or franchised outlets during the period, please include d isclosur es required
by ASC 952 -605-50.

Note Q. Segment Information, page F -43

21. We note that you present your investment in Ceridian as a separate reportable segment.
However, it appears that in your disclosure in Note Q, you are disclosing amounts related
to Ceridian that are not included in the FNFV financial statements.  For example, you
disclose the revenue of Ceridian which is not included in the revenue presented in

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 6

FNFV’s financial statements.  In order to clarify your disclosure, please r evise so that
only amounts recorded in FNFV’s financial statements related to Ceridian (i.e. share of
income/loss in associated companies and investment assets) are presented in the segment
disclosure.  Please revise accor dingly.

Ceridian Holding LLC F inancial Statements

Report of Independent Registered Public Accounting Firm, page F -51

22. We note that your auditors report related to the 2016 financial statements of Ceridian,
states that your auditors conducted the audit “in accordance with the auditing sta ndards of
the Public Company Accounting Oversight Board (United States) and in accordance with
auditing standards generally accepted in the United States of America.”  If true, please
ask your auditors to revise their audit report to state that their audit  was conducted in
accordance with “the standards of the Public Company Accounting Oversight Board
(United States),” as required by the PCAOB Auditing Standard No. 1, since the standards
of the PCAOB include not only auditing, but other types of standards.  Please amend
your filing accordingly.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Aamira Chaudhry  at (202) 551 -3389  or Claire Erlanger  at (202) 551-
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3611  with any other
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc: Michael J. Aiello
 Weil, Gotshal & Manges LLP