SecProbe.io

June 5, 2025
Bryan Coy
Chief Financial Officer
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
Re:Cannae Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-38300
Dear Bryan Coy:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Investments in unconsolidated affiliates - impairment monitoring , page 30
1.In discussing your impairment analysis concerning Alight, you state Alight has
consistently produced positive results from operations. Yet, you report equity in their
losses in each of your last three fiscal years and Alight has a loss from continuing
operations in each of its last three fiscal years. Please reconcile these disclosures for
us.
Segment Results of Operations
Restaurant Group
Comparable Store Sales, page 34
You disclose decrease in guest counts partially offset by increase in average amount
spent by customers each visit contribute to the decrease in comparable store
sales. Please quantify the extent of these factors pursuant to Item 303(b) of Regulation 2.

June 5, 2025
Page 2
S-K where it states to describe underlying reasons for material changes in both
quantitative and qualitative terms. To the extent a material factor, also discuss in
quantitative and qualitative terms the impact of price increases pursuant to Item
303(b)(2)(iii) of Regulation S-K. In this regard, we note you disclose on page 5 you
have adjusted menu prices in the past to compensate for increased costs. Lastly,
describe whether declining comparable store sales in the last two fiscal years is a
known trend or uncertainty likely to have a material unfavorable impact on revenues
or income from continuing operations pursuant to Item 303(b)(2)(ii) of Regulation S-
K.
Liquidity and Capital Resources
Cash Requirements, page 37
3.You disclose on page 63 you have guaranteed certain obligations of Black
Knight Football Club totaling between $38.3 million and $69.6 million at December
31 2024. Please discuss the impact of this guarantee on your cash requirements,
including the criteria and timing for such potential cash payments and whether
associated performance criteria have been met or the prospect of such criteria being
met. For example, but not exclusive, discuss any impact on these guarantees and your
cash requirements as it concerns your media reported AUS$25 million (US$16
million) expansion team fee regarding your investment in the Auckland Football Club.
Refer to Item 303(b)(1) and (1)(i) of Regulation S-K.
Operating Cash Flows, page 38
4.Please provide a more informative analysis and discussion of changes in cash flows,
including changes in working capital components, for each period presented. In doing
so, discuss the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends in operating cash flows,
their variability and associated business reasons. Refer to Item 303(a) of Regulation
S-K and section IV.B and B.1 of SEC Release No. 33-8350. For example, per the
statement of cash flows income taxes payable decreased by approximately $80 million
in 2024 and here you mention lowered/decreased income taxes and lower expenses
and no carried interest incurred with your Manager but do not provide any details on
these items, including underlying reason.
5.You currently disclose the increase in cash used in operations in fiscal 2024 is
primarily attributable to lower tax payments and lower cash expenses incurred with
your Manager, but these indicate a decrease in cash used. You disclose on page 74 the
aggregate sum of cash payments for interest, income taxes and operating leases is
lower in fiscal 2024 than fiscal 2023 by $19 million and elsewhere you
disclose changes in fees paid to your Manager effective July 2024 due to an
amended MSA. However, items associated with the previous sentence that reduce
cash used in fiscal 2024 are not discussed or quantified here, meaning there appears to
be cash used in excess of these items also not disclosed here to arrive at the disclosed
additional cash used in 2024 compared to 2023. Please revise your disclosure as
appropriate to address all material items impacting operating cash flows and their
consequent effect.

June 5, 2025
Page 3
6.You report cash used in operating activities for each year presented. Please discuss
whether this is a known trend and provide related disclosures following the guidance
in Item 303(b)(1)(i) of Regulation S-K and Release Nos. 33-6835 and 33-8350,
specifically, the operational reasons for this condition, how you intend to meet your
cash requirements and maintain operations and, to the extent determinable, your
expectations of generating positive operating cash flows.
Paysafe, page 52
7. You disclose you sold shares of common stock of Paysafe that will generate expected
tax savings for you. Please explain to us and disclose how and why this
generates expected tax savings.
Watkins Holdings, page 52
8.Please explain to us the basis in GAAP that supports your accounting of your 52.8%
ownership interest in Watkins Holdings using the equity method. Refer to the
guidance in ASC 323 and ASC 810 in your response, as appropriate.
Note B. Investments
Investments in Unconsolidated Affiliates
Black Knight Football , page 60
9.On page 63 you disclose you held a variable interest in Black Knight Football Club
("BKFC") and state you are not the primary beneficiary of it because you do not have
the power to direct activities that most significantly impact the economic performance
of it. You disclose you have a 47.2% and 44.3% ownership interest in BKFC at
December 31, 2024 and March 31, 2025, respectively, and you guarantee certain
payment obligations of BKFC that total an estimated amount between $38.3 million
and $69.6 million at December 31, 2024 and $38.5 million and $70.0 million at
March 31, 2025. It appears Bill Foley, your former Chairman and now Vice Chairman
of the Board and former CEO, is the lead investor and managing general partner of
BKFC, and appears to be integral in the design of BKFC. In view of all of the
preceding, please explain to us why you believe you do not have the power to direct
BKFC's activities that most significantly impact its economic performance and are not
the primary beneficiary of BKFC.
Note E. Segment Information, page 63
10.In this note you state the CODM uses net earnings or loss as the performance measure
for each operating segment that is included in the presented segment tables. You also
state in this note the amounts presented in the segment tables for your equity method
investments that are reportable segments are your portion of equity in losses in them.
Please explain to us how your portion of equity in losses of these investments
represent the net earnings/losses of these entities.
You disclose in this note the CODM reviews the financial results of the equity
investees that you consider to be reportable segments. In exhibit 99.2 to the Form 8-K
furnished May 12, 2025, you disclose EBITDA and Adjusted EBITDA for your
Alight equity method investment that is a reportable segment of yours, which is
suggestive that detailed financial information for Alright is provided to you. Please 11.

June 5, 2025
Page 4
explain to us what discrete financial information and the level of its detail is regularly
provided to your CODM regarding financial results for each of your equity method
investments that are reportable segments. In conjunction with this, explain to us your
consideration of reporting amounts from the discrete financial information provided to
your CODM for each equity method investment reportable segment pursuant to ASC
280-10-50-22 and 50-32, 50-25 and 50-26A, 26B and 26C, along with any applicable
reconciliations pursuant to ASC 280-10-50-30 and 31.
12.In this note you state EBITDA is one of the performance measures used by your
CODM for each operating segment. In exhibit 99.2 to the Form 8-K furnished May
12, 2025, you disclose EBITDA for your equity method investment in Alight that is
one of your reportable segments. From this, it appears EBITDA of Alight is reported
to your CODM for their use. Please explain to us why you do not also report EBITDA
for Alight in the segment note pursuant to ASC 280-10-50-07 and provide all
applicable disclosures pursuant to ASC 280-10-50.
            In closing, 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.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services