SEC Comment Letter for Cannae Holdings, Inc. (CNNE) (CIK 0001704720) (CNNE) — Aug 29, 2017
Cannae Holdings, Inc. (CNNE) (CIK 0001704720)
Date: Aug. 29, 2017 · CIK: 0001704720 · Accession: 0000000000-17-030532
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 August 29, 2017 Brent B. Bickett President Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, N V 89134
Re: Cannae Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed August 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.
Selected Unaudited Pro -Forma Financial Data, page 56
1. We note that on August 3, 2017 you entered into a definiti ve agreement to sell your 99 Restaurants business in exchange for a controlling interest in J. Alexander’s. Please revise to disclose how you determined accounting treatment for the transaction and how you determined the accounting acquirer.
2. Please revis e to disclose how you determined the value of the consideration paid and the total purchase price of the transaction.
Brent B. Bickett Cannae Holdings, Inc. August 29, 2017 Page 2
3. Please revise the notes to the pro forma financial statements to disclose the allocation of the purchase price. Your disclosure should also include the nature of the intangible assets recognized and an explanation of how the fair value of the acquired assets and liabilities, including the intangible assets, was calculated or determined.
Summarized Pro Forma Balance Sheet, page 57
4. Please revise to include the non -controlling interest amount on the pro forma balance sheet and include disclosure of how the amount was calculated or determined.
Management’s Discussion and Analysis
Results of Operations, page 81
5. Please revise your results o f operations discussion in MD&A to include a discussion of discontinued operations and its effects on your net income, especially considering the significant gain in the six months ended June 30, 2017and its material impact on net earnings in that period.
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
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Mail Stop 3561 August 29, 2017 Brent B. Bickett President Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, N V 89134 Re: Cannae Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed August 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. Selected Unaudited Pro -Forma Financial Data, page 56 1. We note that on August 3, 2017 you entered into a definiti ve agreement to sell your 99 Restaurants business in exchange for a controlling interest in J. Alexander’s. Please revise to disclose how you determined accounting treatment for the transaction and how you determined the accounting acquirer. 2. Please revis e to disclose how you determined the value of the consideration paid and the total purchase price of the transaction. Brent B. Bickett Cannae Holdings, Inc. August 29, 2017 Page 2 3. Please revise the notes to the pro forma financial statements to disclose the allocation of the purchase price. Your disclosure should also include the nature of the intangible assets recognized and an explanation of how the fair value of the acquired assets and liabilities, including the intangible assets, was calculated or determined. Summarized Pro Forma Balance Sheet, page 57 4. Please revise to include the non -controlling interest amount on the pro forma balance sheet and include disclosure of how the amount was calculated or determined. Management’s Discussion and Analysis Results of Operations, page 81 5. Please revise your results o f operations discussion in MD&A to include a discussion of discontinued operations and its effects on your net income, especially considering the significant gain in the six months ended June 30, 2017and its material impact on net earnings in that period. 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