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SEC Comment Letter for Cannae Holdings, Inc. (CNNE) (CIK 0001704720) (CNNE) — Jul 14, 2017

Cannae Holdings, Inc. (CNNE) (CIK 0001704720)
Date: July 14, 2017 · CIK: 0001704720 · Accession: 0000000000-17-024709

Financial Reporting Revenue Recognition Related Party / Governance

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
July 14, 2017
Author
/s/ A.N. Parker
Form
UPLOAD
Company
Cannae Holdings, Inc. (CNNE) (CIK 0001704720)

Letter

Mail Stop 3561 July 14, 2017 Brent B. Bickett President Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, N V 89134

Re: Cannae Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed June 22 , 2017 File No. 333 -217886

Dear Mr. Bickett :

We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our June 6, 2017 letter .

Selected H istorical Data of FNFV, page 66

1. We note from your revised disclosure in footnote 1 to the summary statement of operations data on page 67, that for the year ended December 31, 2015 there is a difference between the statement of operations data for FNFV Gr oup and Splitco due in part to Splitco reflecting the sale of Cascade as the sale of a business which resulted in decreased revenue of $85.1 million, decreased other operating expenses of $72.8 million, and increased realized gains and (losses), net of $12 .3 million. Please explain to us why there is a difference between how FNFV Group and Splitco have recognized the sale of Cascade in their respective financial statements.

Brent B. Bickett Cannae Holdings, Inc. July 14, 2017 Page 2

Executive Compensation, page 104

Investment Success Incentive Program, page 109

2. We note your response to our prior comment 18 and reissue in part. Please revise to disclose the potential payment amounts with respect to the OneDigital transaction for each initial executive officer and clarify whether Splitco will be responsible for such payment amounts .

Audited Financial Statements of Fidelity National Financial Ventures Operations

Note A. Business and Summary of Significant Accounting Policies

Revenue Recognition, page F -15

3. We note your response to our prior comment 20. Please further clarify for us what is meant by your statement “[t]he Company believes that revenue and costs related to company -owned restaurants and initial franchise fees are not material.” Please tell us what the material component of restaurant revenues is a nd please provide us a breakdown of restaurant revenues by type.

Note Q. Segment Information, page F -43

4. We note your response to our prior comment 21. Please note that we are still considering your response and may have further comments.

You may contac t 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

Show Raw Text
Mail Stop 3561
July 14, 2017

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

Re: Cannae Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 22 , 2017
  File No. 333 -217886

Dear Mr. Bickett :

We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2017 letter .

Selected H istorical Data of FNFV, page 66

1. We note from your revised disclosure in footnote 1 to the summary statement of
operations data on page 67, that for the year ended December 31, 2015 there is a
difference between the statement of operations data for FNFV Gr oup and Splitco due in
part to Splitco reflecting the sale of Cascade as the sale of a business which resulted in
decreased revenue of $85.1 million, decreased other operating expenses of $72.8 million,
and increased realized gains and (losses), net of $12 .3 million.  Please explain to us why
there is a difference between how FNFV Group and Splitco have recognized the sale of
Cascade in their respective financial statements.

Brent B. Bickett
Cannae Holdings, Inc.
July 14, 2017
Page 2

Executive Compensation, page 104

Investment Success Incentive Program, page 109

2. We note your response to our prior comment 18 and reissue in part.  Please revise to
disclose the potential payment amounts with respect to the OneDigital transaction for
each initial executive officer and clarify whether Splitco will be responsible for such
payment amounts .

Audited Financial Statements of Fidelity National Financial Ventures Operations

Note A. Business and Summary of Significant Accounting Policies

Revenue Recognition, page F -15

3. We note your response to our prior comment 20.  Please further clarify for us what is
meant by your statement “[t]he Company believes that revenue and costs related to
company -owned restaurants and initial franchise fees are not material.”  Please tell us
what the material component of restaurant revenues is a nd please provide us a breakdown
of restaurant revenues by type.

Note Q. Segment Information, page F -43

4. We note your response to our prior comment 21.  Please note that we are still considering
your response and may have further comments.

You may contac t 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