SecProbe.io

Mail Stop 3561
September  14, 2017

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

Re: Cannae Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed September 9 , 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 thi s 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 August 29 , 2017 letter .

Selected Unaudited Pro -Forma Financial Data, page 56

1. We note your response to our previous comment number 1, and your revised disclosure,
however , we do not believe that the revised disclosure clearly explains why you believe
FNFV LLC should be t he accounting acquirer under the applicable authoritative
guidance.  Please revise your disclosure to provide this additional detail.  Please refer to
ASC 805 -10-25-5 and 805 -10-55-11 through 55 -15.  You also  state that “Pursuant to the
99 Merger Agreement , FNH will exchange 100% of its ownership interest in 99
Restaurants for  common share equivalents of J. Alexander’ s”, please tell us in further
detail how you determined the accounting treatment for this transaction.

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

2. We note your response to our previou s comment number 3.  However, it appears that you
have only partially addressed our comment.  Accordingly, we partially reissue our
previous comment.  Please tell us and revise to disclose of how the fair value of all the
acquired assets and liabilities, w as calculated or determined.

3. We note from your disclosure on page 56 that under the terms of the 99 Merger
Agreement, 99 Restaurants will be valued at an enterprise value of $199 million, which
appears to be calculated based on the amount of J. Alexander shares issued to the
Company valued at  an agreed upon $11 per share.  Please explain to us why you believe
it is appropriate to determine the value of the 99 Restaurants based on the value of the
equity issued by J. Alexander’s, rather than the value  of the 99 Restaurant business.  In
this regard, ASC 805 -30-30-7 indicates that the consideration transferred in a business
combination shall be measured at fair value, which shall be calculated as the sum of the
acquisition -date fair values of the assets transf erred by the acquirer, the liabilities
incurred by the acquirer to former owners of the acquiree, and the equity intere sts issued
by the acquirer.  Also, please tell us why you believe it is appropriate to use $11 per share
to value the J. Alexander’s equi ty interests, rather than the fair value of the shar es at the
date of acquisition.  Your disclosure should also explain more clearly how you calculated
or determined the value of the shares issued.

Summarized Pro Forma Balance Sheet, page 57

4. We note your  response to our previous comment number 4.  You revised your disclosure
to state “ Estimated noncontrolling interest assumed is calc ulated as the total value of J.
Alexand er's equity purchased of $179.0 million multiplied by the total percentage of
equity held by minority interest holders of 47.5%.”   Please provide us more detail on the
calculation of noncontrolling interest, including an explanation of how the amount you
paid for the 52.5% ownership interest in J. Alexander purchased is the same amount as
the consolidated equity of J Alexanders as reflected in your pro forma financial
statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments, page 79

5. We note that you have not included pro forma p resentation of the pending T -System
merger in the unaudited p ro forma financial statements.  Please note that if this
acquisition meets the significance threshold in Rule 11 -01(b) and Rule 1 -02(w) of
Regulation S -X, pro forma financial statements should be  included under  Article 11 of
Regulation S -X.  Please confirm to us that you have evaluated this acquisition under the
guidance and it does not mee t the significance thresholds.  Alternatively, please include
pro forma financial information reflecting this  pending acquisition.

Brent B. Bickett
Cannae Holdings, Inc.
September  14, 2017
Page 3

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