SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

June 12, 2025

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Robert Shapiro and Doug Jones

Re:
 Cannae Holdings, Inc.

Form 10-K For Fiscal Year Ended December 31, 2024

Filed February 29, 2025

File No. 001-38300

Dear Mr. Shapiro and Mr. Jones:

 We are responding to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 5, 2025 (the “Comment Letter”) addressed to Cannae
Holdings, Inc. (the “Company”), relating to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024 (the
“10-K”).

 In this response letter, we have recited the comments from the Staff in italicized,
bold type and have followed the comments with the Company’s response.

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.

 The Company acknowledges the Staff’s comment and respectfully clarifies that the disclosure in question is intended to
generally reference certain positive components of Alight’s results of operations, rather than to overall net income or loss, and use of the term “results of operations” is intended to be consistent with the Commission’s use of
such term in Regulation S-K and the Financial Reporting Manual. Management believes Alight has experienced positive results in various components of its results of operations and cash flows subsequent to the
Company’s initial investment in Alight that support management’s conclusion that the impairment of Alight was temporary as of December 31, 2024. Those components include revenue, gross profit, EBITDA, operating cash flows and cash
used to reduce debt and pay dividends, which all contributed to the Company’s disclosure on page 30 of the 10-K that states, “Alight has consistently produced positive results from operations and
cash flows, has reduced its debt, and initiated a dividend in 2024.” Combined with the Company’s disclosures of summarized financial information of Alight throughout the 10-K and reference to
Alight’s filings with the Commission, management believes such language was appropriate; however, the Company will enhance its disclosure in future periods to specifically identify the components of Alight’s results of operations we view
as positive.

2.
 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 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.

 1

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that we view our
quantitative disclosure of the change in same store sales and qualitative descriptions of the driver of the change in same store sales as guest counts and average amount spent by customers as consistent with the requirements of Item 303(b) of
Regulation S-K. The Company will quantify the extent of these factors and describe the underlying reasons for the material changes in future filings beginning with our quarterly period ending June 30,
2025. For instance, if we were describing the change in same store sales in 2024 for 99 Restaurants as noted on page 34, we will disclose something similar to the following: “The 2.2% decrease in same store sales in 2024 is primarily
attributable to a 9.9% decrease in guest counts partially offset by a 1.6% increase in the average amount spent by customers each visit.”

 In
addition, the Company acknowledges the Staff’s comment and respectfully advises the Staff that when there are material price increases, in general or for specific items, we will disclose further information both qualitatively and
quantitatively. While increased costs have materially impacted our Restaurant Group in certain historical periods, we do not believe inflationary pressures have materially impacted results of operations in the periods presented in the 10-K. Finally, the Company acknowledges the Staff’s comment and respectfully advises the Staff that we will disclose any known trends or uncertainties in the restaurant industry which impact our business and
that might have an impact on income from continuing operations. The Company’s Restaurant Group has generally experienced declining same store sales over an extended period and the Company has consistently disclosed the trends in same store
sales in its periodic reporting with the Commission and discussed the trends in results of operations of its Restaurant Group in its earnings releases and on quarterly earnings calls. The Company will explicitly disclose the decline in same store
sales as an unfavorable trend reasonably likely to have a material unfavorable impact on net sales and income from continuing operations in its future filings of periodic reports with the Commission.

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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the guaranteed obligations in question relate to options for Black
Knight Football Club (“BKFC”) to purchase the 60% equity interest in FC Lorient (“FCL”) that it doesn’t currently own (the “FCL Call Option”) and for the controlling owner of FCL to sell such remaining equity of
FCL to BKFC (the “FCL Put Option”). BKFC is not required to exercise its right to purchase the remaining equity interest in FCL under the FCL Call Option; therefore, credit risk associated with the BKFC’s potential inability to fund
the obligation is limited to the FCL Put Option. The obligation of the Company to fund the payments by BKFC only arises to the extent that BKFC is unable to fund the FCL Put Option. BKFC has raised capital that it believes it will be sufficient to
enable it to fund the purchase of the remaining interest in FCL if the FCL Put Option is exercised.

 While the Company guarantees these obligations of
BKFC, it does not view the Company’s requirement to satisfy those obligations as probable given BKFC’s current and projected liquidity and BKFC’s control over the exercise of the FCL Call Option. Accordingly, the Company does not have
an accrual for such obligations in its consolidated balance sheet. The Company will enhance its disclosure in future periodic reports filed with the Commission to explicitly disclose the potential impact of the obligations of BKFC that it guarantees
on its cash requirements in the Liquidity and Capital Resources section of its MD&A.

 The Company further acknowledges the Staff’s reference to
Auckland Football Club (“AFC”) and respectfully advises the Staff that while AFC is affiliated with BKFC, BKFC does not own any equity of, or otherwise have any investment in, AFC. Accordingly, the Company did not include any disclosure of
AFC and the expansion fee paid by other entities to acquire AFC in the Company’s 10-K.

 2

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.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will
provide more informative analysis including underlying reasons for material changes in working capital components in future filings, beginning with our quarterly period ending June 30, 2025. While the statement of cash flows shows the change in
income taxes (both income taxes payable and deferred income taxes) decreased by approximately $80 million, such change in income taxes captures the non-cash impact of the change in income taxes under the
indirect method of preparing a statement of cash flows. As disclosed in Footnote P to the Company’s consolidated financial statements, the Company’s cash paid for income taxes decreased by $3.5 million in the year ended
December 31, 2024 from the year ended December 31, 2023. Additionally, the Company discloses the amounts paid to its Manager in Footnote O to its consolidated financial statements.

The Company will include more wholistic disclosure on its discussion of changes in cash flows, including more fulsome cross-referencing to disclosures
included elsewhere in its 10-K, in future periodic filings with the Commission. For instance, in describing the change in 2024 operating cash flows, we will disclose something similar to the following:
“The increase in cash used in operations of $2.3 million from 2024 compared to 2023 is primarily attributable to customary fluctuations in working capital, partially offset by lower net cash tax payments and lower cash expenses incurred
with our Manager. The net change in income taxes in our consolidated statement of cash flows in the year ended December 31, 2024 decreased $79.8 million from the year ended December 31, 2023. The decrease is primarily attributable to non-cash changes in the Company’s deferred tax assets and income taxes receivable. Management fees and carried interest paid to our Manager are lower in the year ended December 31, 2024 due to the Amended
Management Services Agreement signed in February 2024, which fixed and significantly lowered management fees and eliminated carried interest fees. See Footnote P to our consolidated financial statements for further information on cash paid for
income taxes and Footnote O for further information on expenses incurred with our Manager.”

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.

 The Company acknowledges the Staff’s comment
and respectfully advises the Staff that the Company will provide analysis including underlying reasons for material changes in cash used in operating activities in future filings beginning with our quarterly period ending June 30, 2025.
Management does not consider the change in cash flows from operations in 2024 compared to 2023 as a material fluctuation and the Company will enhance its disclosures of any material changes in operating cash flows in future filings. The Company
acknowledges the Staff’s related comment 4 above and respectfully advises the Staff that the Company will align these disclosures for cash used in operating activities to provide more informative analysis and discussion.

 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.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis; therefore, a material portion of the cash inflow the Company generates is
reported in cash flows from investing activities pursuant to Generally Accepted Accounting Principles (“GAAP”). As a result of such accounting treatment, the Company expects to continue to generate a material portion of its cash inflow
from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows. The cash requirements of the Company typically come from the investing activities, as presented for the past three years, as
we receive distributions from unconsolidated affiliates and sell our investment in these various operating companies. The Company will include explicit disclosure of this dynamic in its future periodic filings with the Commission.

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.

 The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company’s tax basis in the 0.9 million Paysafe shares sold was $114.39 per Paysafe share compared to the sale price of $17.44 per Paysafe share. The sale of common stock of Paysafe in
2024 resulted in an $89 million tax loss which the Company used or will use to offset capital gains realized in 2024 and to carry back the excess losses to utilize against excess capital gains realized in prior years. The Company will enhance
its future filings where this is mentioned by augmenting the disclosure in a manner similar to “which generated significant tax losses which offset current year tax obligations or will be carried back to offset preceding years taxable
income.”

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