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 January 26, 2026

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 completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 VIA EDGAR

September 23, 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

Response Dated June 12, 2025

File No. 001-38300

Dear Mr. Shapiro and Mr. Jones:

 We are responding to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 9, 2025 (the “Follow-Up 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 bold type and have followed the comments with the Company’s response.

1.
 In your response to prior comment 10, you acknowledge your equity in income and losses of your equity method
investment reportable segments does not represent the net earnings/losses of these entities. Please clarify for us the specific segment measure(s) of profit or loss used by your chief operating decision maker (CODM) regarding these investments that
complies with ASC 280-10-50-22, 50-27, 50-28 and 50-28A (as applicable), both currently and for prior years. As part of your response, provide the following:

•

 Identify the specific segment measure(s) of profit or loss used by your CODM to assess performance and
allocate resources for Alight and BKFC for 2024 and prior years,

•

 Please outline for us any change(s) to the CODM reporting package from prior periods for Alight and BKFC, and

•

 Tell us if there have been changes in the way the CODM assesses your equity method investment reportable
segments, for example, in the segment measure used to assess performance and allocate resources.

 1

 The Company acknowledges the Staff’s comment and respectfully clarifies that the CODM is provided with
and utilizes GAAP net earnings (loss) and EBITDA to assess performance and allocate resources for its segments (Alight and BKFC) which is comprised of the equity in the earnings (loss) of each reportable segment that is an unconsolidated affiliate,
both in 2024 and in prior years. In accordance with ASC 280-10-50-28A, as net earnings (loss) is the measure most consistent with
U.S. GAAP, we include such measure for each of our reportable segments in our segment tables or in the summarized financial information in the 10-K.

There have been no changes to the CODM reporting package in 2024 from prior periods for Alight and BKFC.

There have been no changes in 2024 to the way the CODM assesses our equity method investment reportable segments or the segment measure used to assess
performance and allocate resources.

2.
 Please provide us with your basis in the guidance in ASC 280 for changing your segment disclosure in 2024 to
no longer provide equity method investee reportable segments’ revenues and other ASC 280-10-50-22 specified amounts on a
“full” basis as presented in prior years.

 The Company acknowledges the Staff’s comment and respectfully advises
that in conjunction with the Company’s adoption of ASU 2023-07, management reassessed the appropriateness of presenting equity method investee reportable segments on a full basis as presented in prior
years.

 At the 2023 AICPA Conference during the session on Division developments, Deputy Chief Accountant Melissa Rocha provided segment reporting
reminders for issuers under current disclosure requirements as well as after the adoption of ASU 2023-07, including insight into the SEC staff’s views on the required disclosures for reportable segments
under ASC 280-10-50-22, noting that such amounts should not deviate from the recognition and measurement principles in U.S. GAAP (emphasis added). For example, she observed that the SEC staff will object to issuers’
disclosures under ASC 280-10-50-22 of amounts they describe as “segment revenues” when such amounts are not
consistent with revenues from external customers (e.g., because the amounts are based on measurement and recognition principles that are inconsistent with U.S. GAAP).

As the equity method investee revenues and expenses were not the Company’s revenues from external customers, presentation on the full basis could be
considered inconsistent with U.S. GAAP measurement and recognition principles.

 Absent specific guidance related to the disclosures applicable to
unconsolidated affiliates accounted for under the equity method which qualify as reportable segments, management utilized interpretative guidance outlined above and in our previous response letter and used judgment in determining whether including
such amounts in the segment footnote table was appropriate.

 In accordance with ASC 323 and Reg S-X 4-08(g), while not in lieu of the segment requirement, the Company continues to disclose summarized financial information for its unconsolidated affiliates, including the full revenues, gross/operating profit and
net income (loss), in Note B—Investments to its consolidated financial statements, with a cross-reference to such footnote in Note E—Segment Information.

Accordingly, we have determined that presenting only the Company’s proportionate equity in earnings (losses) of unconsolidated affiliates and its
investment balances in the segment tables provides a clear reconciliation to the consolidated financial statements without presenting potentially-confusing eliminations of amounts not included in the Company’s consolidated financial
statements. Combined with the Company’s disclosure of summarized financial information for its equity method reportable segments, we believe such presentation satisfies the disclosure requirements of ASC 280.

 2

3.
 Please clarify for us what significant expense categories and amounts are regularly provided to your CODM
and included in the reported segment measure of profit or loss for each of the equity method investment reportable segments, including those that are easily computed, and how you have complied with the disclosure requirements in ASC 280-10-50-26A.

 The
Company acknowledges the Staff’s comment and respectfully advises that, for all of our equity method reportable segments, the CODM regularly receives revenue, net earnings (loss) and EBITDA. The Company further clarifies that our net earnings
(loss) includes our equity in the earnings (loss) of each reportable segment that is an unconsolidated affiliate.

 For BKFC, our CODM is provided with the
monthly AFCB Package, as outlined in our response to comment 11 in the Staff’s prior comment letter. The AFCB Package includes a detailed breakout of the expenses of AFCB, including personnel expenses, depreciation and amortization, other
operating expenses, and interest expense. The Company notes that the information in the AFCB Package is limited to information on AFCB (BKFC’s largest subsidiary), is prepared using AFCB’s local accounting standards and currency, and
does not include BKFC’s consolidated financial information accounted for pursuant to U.S. GAAP. Management converts the consolidated financial statements of BKFC and its subsidiaries to U.S. GAAP and U.S. dollars on a quarterly basis, which
results in a one-quarter reporting lag. In an effort to provide our CODM with real-time information on BKFC’s subsidiaries, management of the Company and AFCB provide the CODM with the AFCB Package using
AFCB’s local accounting standards and currency.

 For D&B and Alight, our CODM is regularly provided with interest, taxes, depreciation and
amortization as reconciling items of net earnings (loss) to adjusted EBITDA as part of Cannae’s quarterly letter to shareholders.

 Beyond the items
above, management did not identify additional expenses that meet the disclosure requirements of ASC 280-10-50-26A for its equity method investment reportable segments based on our interpretation of the guidance. Accordingly, management considers our
presentation of our equity method reportable segments to be on a basis consistent with the recognition and measurement principles of GAAP and compliant with ASC 280.

4.
 We note from your response to prior comment 11 that, to the extent your CODM members are on the board of
directors of equity method investees, they may receive more detailed information directly from the management of the equity method investee. Please clarify for us what financial information your CODM regularly receive as part of their board of
director role(s) and the frequency of the information received. Additionally, clarify if information would not be considered to be regularly provided to the CODM if information is provided to one, but not all, of the CODM group members.

 The Company respectfully advises the Staff that the financial information received directly by CODM members serving on the board of
directors of equity method investees varies by equity method investee, but generally includes financial statements for the applicable period, operational updates and analyses, financial projections, and may be augmented by reports on strategic
initiatives of the investee. This information is typically provided on a quarterly basis.

 The Company notes that the information provided in the equity
method investee’s board of directors materials is confidential and provided to the CODM as a member of the equity method investee’s board, not in their role as a CODM of the Company. Given the context for which the investee board
materials are provided and used, these materials were not provided to both CODM members for the purposes of the Company’s segment analysis and are not considered regularly provided.

 3

5.
 Refer to your response to prior comment 11. You state that since the full set of financial statements and
discrete expenses of Alight and BKFC are not included in your 10-K filing, you determined it would be inappropriate to include disclosure of these investee’s significant segment expenses. Please explain
to us the guidance in ASC 280-10 that supports this view. Additionally, explain to us if your view specifically relates to significant segment expenses of equity method investment reportable segments or if you
applied this view generally regarding your presentation of your equity method investment reportable segments.

 The Company
acknowledges the Staff’s comment and respectfully advises that the Company utilized all available guidance in determining the appropriateness of including significant segment expenses and in applying our general view of providing information
on our equity method investment reportable segments on a full basis.

 Management considered the reconciliation requirements under ASC 280-10-50-30 and noted that certain amounts, including significant segment expenses, are not required to be reconciled to the
Company’s consolidated financial statements. We concluded that including gross amounts of financial statement line items of our unconsolidated affiliates that are not included on a full basis in the Company’s consolidated financial
statements and are not accompanied by other customary disclosures (i.e., disclosure of accounting policies) and that don’t reconcile to the Company’s consolidated financial statements, absent an elimination for presentation purposes,
could be confusing to the reader. We considered the expenses provided by management of the Company to our CODM group members and noted that other than the interest, taxes, depreciation and amortization included in our shareholder letter provided to
our CODM, the Company does not regularly provide detailed expense information to its CODM.

 The Company would also respectfully refer the Staff to the
Deputy Chief Accountant’s comments made at the 2023 AICPA Conference (as noted in comment 2 above) regarding segment reporting compliance with measurement and recognition principles of GAAP and note that the expenses of the unconsolidated
affiliates are not the Company’s expenses.

 Absent specific authoritative guidance on the presentation of segment disclosures for unconsolidated
affiliates accounted for under the equity method, management considered all available guidance and applied judgment in determining whether disclosure of significant segment expenses and other information of our unconsolidated affiliates on a full
basis, was appropriate, including the interpretative guidance included above and in our prior response to comment 11.

 *******

 4

 For the reasons outlined in this response above and in our response to the Staff’s prior comment
letter, the Company considers its segment disclosures included in the 10-K to be in compliance with the disclosure requirements of ASC 280. However, the Company notes there could be potential benefits to our shareholders in providing additional
voluntary disclosure.

 Accordingly, and beginning with the Company’s Annual Report on Form 10-K for the Fiscal Year ending December 31, 2025,
the Company is willing to prospectively present the financial information of its equity method reportable segments on a full basis in a manner similar to that used in years prior to December 31, 2024.

We believe that we have adequately responded to the Staff’s comments. Please direct any questions or comments regarding this letter to Alan A. Lanis,
Jr., Esq. at Baker Hostetler LLP, at (310) 442-8828 or jrlanis@bakerlaw.com.

 Sincerely,

Cannae Holdings, Inc.

 /s/ Bryan D. Coy,

Chief Financial Officer

 5

September 9, 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
Response Dated June 12, 2025
File No. 001-38300
Dear Bryan Coy:
            We have reviewed your June 12, 2025 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in our June 5,
2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note E. Segment Information, page 63
In your response to prior comment 10, you acknowledge your equity in income and
losses of your equity method investment reportable segments does not represent the
net earnings/losses of these entities. Please clarify for us the specific segment
measure(s) of profit or loss used by your chief operating decision maker (CODM)
regarding these investments that complies with ASC 280-10-50-22, 50-27, 50-28 and
50-28A (as applicable), both currently and for prior years. As part of your response,
provide the following:
•Identify the specific segment measure(s) of profit or loss used by your CODM to
assess performance and allocate resources for Alight and BKFC for 2024 and
prior years,1.

September 9, 2025
Page 2
•Please outline for us any change(s) to the CODM reporting package from prior
periods for Alight and BKFC, and
•Tell us if there have been changes in the way the CODM assesses your equity
method investment reportable segments, for example, in the segment measure
used to assess performance and allocate resources.
2.Please provide us with your basis in the guidance in ASC 280 for changing your
segment disclosure in 2024 to no longer provide equity method investee reportable
segments’ revenues and other ASC 280-10-50-22 specified amounts on a “full” basis
as presented in prior years.
3.Please clarify for us what significant expense categories and amounts are regularly
provided to your CODM and included in the reported segment measure of profit or
loss for each of the equity method investment reportable segments, including those
that are easily computed, and how you have complied with the disclosure
requirements in ASC 280-10-50-26A.
4.We note from your response to prior comment 11 that, to the extent your CODM
members are on the board of directors of equity method investees, they may receive
more detailed information directly from the management of the equity method
investee. Please clarify for us what financial information your CODM regularly
receive as part of their board of director role(s) and the frequency of the information
received. Additionally, clarify if information would not be considered to be regularly
provided to the CODM if information is provided to one, but not all, of the CODM
group members.
5.Refer to your response to prior comment 11. You state that since the full set of
financial statements and discrete expenses of Alight and BKFC are not included in
your 10-K filing, you determined it would be inappropriate to include disclosure of
these investee's significant segment expenses. Please explain to us the guidance in
ASC 280-10 that supports this view. Additionally, explain to us if your view
specifically relates to significant segment expenses of equity method investment
reportable segments or if you applied this view generally regarding your presentation
of your equity method investment reportable segments.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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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

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

United States securities and exchange commission logo
June 27, 2023
Bryan Coy
Executive Vice President and Chief Financial Officer
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, Nevada 89134
Re:Cannae Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 001-38300
Dear Bryan Coy:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330 Direct

info@cannaeholdings.com

cannaeholdings.com

CORRESPONDENCE

VIA EDGAR

August 30, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suying Li and Rufus Decker

Re:     Cannae Holdings, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2020
    Filed February 26, 2021
    File No. 001-38300

Dear Ms. Li and Mr. Decker:

We are responding to the follow-up comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 12, 2021 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, 2020 (the “10-K”) and the Company’s initial response letter dated July 30, 2021 to certain comments of the Staff on the 10-K (the “Initial Response”) (attached as Exhibit A hereto for your convenience). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Initial Response.

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

1.    Based on your response to comment 1, we do not consider DNB, Optimal Blue, and AmeriLife to be “majority-owned subsidiaries” of the company for purposes of the 40% test. Therefore, please provide additional analysis explaining why the company believes it is not an investment company subject to regulation under the Investment Company Act of 1940. Such analysis should discuss:

• whether the company can rely on Rule 3a-1 under the 1940 Act, including whether it is a special situation investment company per Rule 3a-1(b) and its history of a high percentage of the company’s income coming from investment securities.

• whether the company’s externalized management structure and its payments of carried interest to the manager based on profits upon liquidity events indicate that the company intends to acquire securities of portfolio companies in order to profit from dispositions of those securities, rather than to actively engage in the companies’ business activities.

• disclosures in the company’s 10-K that appear to support the conclusion that the company acquires securities of portfolio companies in order to make a profit from selling them, e.g. references to the company’s “investments in entities and securities where [the company sees] the potential to achieve above market returns” and efforts “to achieve superior financial performance and maximize the value of [its] assets”.

In addition, please identify examples of other non-investment holding companies that utilize an externalized management structure and any examples that include a fee structure similar to the company’s management fee and profits interest arrangement based on carried interest related to liquidity events.

Response

Summary

The Company believes that DNB, Optimal Blue and AmeriLife are majority-owned subsidiaries for purposes of the Company’s 40% Test based on (a) the Company being able to elect at least 50% of the board of directors or similar body of these companies through the Governance Arrangements and (b) the Company’s active and continuous management of, and participation in, the businesses of DNB and Optimal Blue and its intent to do the same for AmeriLife.

The Staff has previously acknowledged the use of voting agreements for purposes of determining majority-owned subsidiary status where a company did not directly own all relevant voting securities, and a finding that DNB, Optimal Blue and AmeriLife are not majority-owned subsidiaries is inconsistent with the underlying policy behind that concept.  In addition, the Company believes it is excepted from the definition of “investment company” and eligible for an order of the Commission excepting it from the definition of “investment company” under an analysis of the Tonopah Factors pursuant to Sections 3(b)(1) and 3(b)(2) of the Act, respectively.

Rule 3a-1 of the Act excepts a company from the definition of an “investment company” if, among other things, it passes the rule’s 45% asset and 45% income tests.  As of December 31, 2020, the Company passes the 45% asset test due to its classification of DNB as a majority-owned subsidiary, but fails the 45% income test due to (i) its holdings in, and sales of, Ceridian shares and (ii) Covid-related and other losses experienced by its other controlled subsidiaries.  The Company contends that an analysis of its revenues creates a more accurate depiction of its sources of cash than income derived from the gain in value, and disposition, of Ceridian shares. The Staff has suggested that, where a company has net losses, a more flexible Rule 3a-1 income analysis focusing on all income sources (as opposed to solely net income) is appropriate.

The Company is not a special situation investment company because of its historical practice of acquiring businesses and holding them for the long term.  The Company has no pre-set time constraints dictating when it must sell a subsidiary and its purpose for securing control of companies is to hold and manage these businesses for an extended period.  In this regard, the Company and its predecessor have owned Ceridian for 14 years.

The Company’s externalized management structure focuses on actively managing and operating its subsidiary companies.  The Company consistently represents to the public that it “… is engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets.”  Like all public companies, the Company seeks to maximize shareholder value.  The Company’s Board decided to implement the externalized management structure for numerous strategic reasons, and the Company is not aware of any statute, regulation or SEC guidance that would indicate such structure results in investment company status.  Additionally, the vast majority of the Manager’s duties under the MSA are operational/administrative in nature, and the Manager’s receipt of Profits Interest payments is designed to incentivize the Manager for creating value for the Company and its shareholders, not to encourage securities trading. Lastly, as detailed below, the Company notes that other public holding and operating companies have implemented similar externalized management structures.

As indicated above, the Company has consistently held itself out as a holding company engaged in actively managing and operating a group of companies. The Company does not believe the excerpts from its 10-K cited by the Staff undercut the conclusion that it is engaged primarily in non-investment activities.  Rather, those statements are designed to exhibit the Company’s intent to increase profitability and take advantage of attractive market opportunities, when available.  As detailed below, the Company notes that other public holding companies use language similar to that referenced by the Staff to describe their financial goals.

40% Test

The Company respectfully disagrees with the Staff’s assertion that DNB, Optimal Blue and AmeriLife are not majority-owned subsidiaries for purposes of the Company’s 40% Test.  As explained in the Initial Response, the Governance Arrangements give the Company sole or joint designation rights over at least 50% of the governing board of each of DNB, Optimal Blue and AmeriLife.

The Act defines a “majority-owned subsidiary” of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by a company which is a majority-owned subsidiary of such person.  “Voting security” is defined as any security presently entitling the owner or holder thereof to vote for the election of directors of a company.  As noted in the Initial Response (see footnotes 7 and 9 and accompanying text of the Initial Response), the Staff has acknowledged the use of voting agreements for purposes of determining majority-owned subsidiary status where a company did not directly own all the relevant voting securities (and where, like the Company with respect to DNB, Optimal Blue and AmeriLife, the company owned less than 50% of the subsidiary’s equity capital).1  Furthermore, the definition of “majority-owned subsidiary” does not require sole ownership of the relevant voting securities.  The Company believes that its co-equal rights to appoint at least 50% of directors through the Governance Arrangements should be treated as owning or holding the equivalent amount of voting securities because the result is the same; at least half of the total number of board seats cannot be filled without the Company’s approval.

Arguably, the Governance Arrangements give the Company superior control rights than if it simply owned 50% of the relevant subsidiaries’ voting securities outright.  In that case, in theory the Company could cast its vote for directors but be blocked for each seat by the vote of the other 50%.  Under the Governance Arrangements, as described in the Initial Response, the Company has sole designation rights over some seats/votes for Optimal Blue and AmeriLife and the equivalent of a 50% vote (i.e., co-equal affirmative/blocking rights) for the remaining covered seats/votes for those two companies as well as for all covered seats for DNB.

If three companies (A, B and C) each owns one-third of the voting securities of a fourth company (D), under the Act’s definition, D would not be a majority-owned subsidiary of A, B or C.  If, through an agreement, B gave A its right to vote for directors, D would become a majority-owned subsidiary of A.2  If instead of granting A its proxy, B agreed with A that they will jointly vote together for D’s directors (thereby controlling two-thirds of D’s voting securities and exercising control over the election of D’s board), it follows that both A and B should be able to treat D as a majority-owned subsidiary.  Otherwise, there would exist the anomalous situation where two owners with undisputed control over the management of D could not treat it as a majority-owned subsidiary.

Furthermore, the policy behind the “majority-owned subsidiary” concept in the 40% Test is to exclude from the Act’s coverage a holding company that operates its controlled subsidiaries’ businesses.  “… [B]ecause the parent of a majority-owned subsidiary generally has the power to manage the subsidiary, the parent arguably expects profits, at least to some extent, from its management of the subsidiary rather than expecting profits as a passive investor.”3  The Company, by exercising its rights pursuant to the Governance Arrangements and its active and continuous management of, and participation in, the businesses of DNB and Optimal Blue and its intent to do the same for AmeriLife, is emphatically not a passive investor in those companies.

1 See, e.g., Pengrowth Energy Trust, SEC No-Action Letter (Jan. 27, 2000), Farley, Inc., SEC No-Action Letter (Apr. 15, 1988) and Raymond Industries Inc., 1940 Act Release No. 13213 (May 4, 1983) (Order) and 1940 Act Release No. 13139 (Apr. 5, 1983) (Notice).  See also Dimensional Fund Advisors Inc., 1940 Act Release No. 21527 (Nov. 21, 1995) (Order) and 1940 Act Release No. 21452 (Oct. 25, 1995) (Notice), wherein the SEC granted an order under Section 2(a)(9) of the Act stating that an individual who owned 24.9% of the outstanding voting securities, and was a senior executive, of a registered investment adviser controlled (for purposes of Section 2(a)(9)) the adviser as a result of voting agreements requiring certain shareholders to vote their shares in the election of directors in favor of the individual and another senior executive (who owned 36.1% of the adviser) and such other persons as the two principals jointly designated.  The voting agreements effectively required the two principals to act in concert to exercise their voting control and gave them joint control over approximately 85% of the vote in the election of directors of the adviser.

2 See footnote 1 above and footnote 7 of Initial Response.

3 Investment Company Determination Under the 1940 Act: Exemptions and Exceptions, Robert H. Rosenblum, 2nd ed. at p. 111 (“Rosenblum”).

To this end, the Company has worked extensively with DNB’s and Optimal Blue’s management teams to:

DNB

•Lead an investor group in the take-private transaction of DNB; install a new senior leadership team and execute on early strategic initiatives to reinvigorate DNB’s sales growth while expanding the company’s margins; implement a wide range of cost reduction initiatives designed to reduce labor inefficiencies within the organization as well as high cost professional fees and other non-personnel related spending, resulting in $93 million of annualized expense savings through the first quarter of 2019; and restructure DNB’s go-to-market sales strategy in order to drive improved sales efficiency and growth over the upcoming quarters (2019 Q1)

•Identify and eliminate expenses, recruit talented senior leadership, and reorganize DNB’s sales structure to improve the company’s profitability and accelerate organic revenue growth, including taking action on $153 million of annualized expenses, completing the reorganization of DNB’s sales structure and contract terms and completing the acquisition of Lattice Engines (2019 Q2)

•Transform DNB’s operations and culture, including nearly achieving the full year, $200 million expense reduction target in the 2019 third quarter and effecting a sales force reorganization (2019 Q3)

•(i) Realign DNB’s management and sales operations by (A) replacing 18 of 19 senior executives, (B) restructuring sales compensation plans and (C) reorganizing the sales organization to systematically track and monitor service metrics and key service performance indicators to more effectively assist clients, improve customer satisfaction and produce new sales and cross sales, (ii) strengthen core data assets while layering on more advanced analytical tools and capabilities, and achieve improved adjusted EBITDA margins and (iii) reduce cost structure and increase operating margins with the goal of removing $200 million of annualized expenses (2019 Q4)

•Assist with refinancing a large credit facility at more attractive terms and assist with response to Covid, including shift to a work-from-home model and sustaining high productivity levels; and acquire Orb Intelligence to provide DNB’s clients with best-in-industry data, analytical applications and technology (2020 Q1)

•Launch DNB’s initial public offering and continue to execute on DNB’s strategic initiatives in spite of a challenging macro-economic environment and the broader impact from Covid, including executing an additional $14 million in cost savings (2020 Q2)

•Realize synergies from Bisnode acquisition, including consolidation of 55 roles, with total cost saving efforts executed to generate $12 million in annualized savings (2021 Q1)

•Move DNB’s corporate headquarters from New Jersey to Florida (2021 Q2)

Optimal Blue

•Assist with integration of Optimal Blue; enhance Optimal Blue’s offerings through growth strategy focused on organizational expansion, investments in product development and maximizing returns through value-driven price adjustments (2020 Q3)

•Integrate Optimal Blue through mergers with complimentary companies (2020 Q4)

•Leverage existing infrastructure, scale and client relationships to develop a cutting-edge loan trading platform powered by Optimal Blue (2021 Q1)

AmeriLife

The Company acquired its interest in AmeriLife in March 2020.  Since that time, it has actively exercised its rights pursuant to the AmeriLife

CORRESP
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Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330 Direct

info@cannaeholdings.com

cannaeholdings.com

CORRESPONDENCE

VIA EDGAR

August 24, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suying Li and Rufus Decker

Re:  Cannae Holdings, Inc.

        Form 10-K for Fiscal Year Ended December 31, 2020

        Filed February 26, 2021

        File No. 001-38300

Dear Ms. Li and Mr. Decker:

Cannae Holdings, Inc. (the “Company”) is in receipt of the follow-up comments of the staff of the Securities and Exchange Commission contained in its letter dated August 12, 2021 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2020.  The Comment Letter requested a response by August 26, 2021.  Pursuant to a conversation between Ms. Li and David Wohl of Weil, Gotshal & Manges LLP, the Company hereby requests an extension until August 30, 2021 to respond to the Comment Letter.

Thank you, and please contact the undersigned with any questions.

Sincerely,

Cannae Holdings, Inc.

/s/ Bryan D. Coy,

Chief Financial Officer

United States securities and exchange commission logo
August 12, 2021
Bryan Coy
Executive Vice President and Chief Financial Officer
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, Nevada 89134
Re:Cannae Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 26, 2021
Response dated July 30, 2021
File No. 001-38300
Dear Mr. Coy:
            We have reviewed your July 30, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 19, 2021 letter.
Form 10-K for Fiscal Year Ended December 31, 2020
Item 1A. Risk Factors
Risks Relating to the Company's Structure
We may become subject to the Investment Company Act of 1940, page 11
1.Based on your response to comment 1, we do not consider DNB, Optimal Blue, and
AmeriLife to be “majority-owned subsidiaries” of the company for purposes of the 40%
test.  Therefore, please provide additional analysis explaining why the company believes it
is not an investment company subject to regulation under the Investment Company Act of
1940.  Such analysis should discuss:

•whether the company can rely on Rule 3a-1 under the 1940 Act, including whether it

 FirstName LastNameBryan Coy
 Comapany NameCannae Holdings, Inc.
 August 12, 2021 Page 2
 FirstName LastName
Bryan Coy
Cannae Holdings, Inc.
August 12, 2021
Page 2
is a special situation investment company per Rule 3a-1(b) and its history of a high
percentage of the company’s income coming from investment securities.
•whether the company’s externalized management structure and its payments of
carried interest to the manager based on profits upon liquidity events indicate that the
company intends to acquire securities of portfolio companies in order to profit from
dispositions of those securities, rather than to actively engage in the companies’
business activities.
•disclosures in the company’s 10-K that appear to support the conclusion that the
company acquires securities of portfolio companies in order to make a profit from
selling them, e.g. references to the company’s “investments in entities and securities
where [the company sees] the potential to achieve above market returns” and efforts
“to achieve superior financial performance and maximize the value of [its] assets”.

In addition, please identify examples of other non-investment holding companies that
utilize an externalized management structure and any examples that include a fee structure
similar to the company’s management fee and profits interest arrangement based on
carried interest related to liquidity events.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330 Direct

info@cannaeholdings.com

cannaeholdings.com

CORRESPONDENCE

VIA EDGAR

July 30, 2021

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suying Li and Rufus Decker

Re:     Cannae Holdings, Inc.

    Form 10-K For Fiscal Year Ended December 31, 2020
    Filed February 26, 2021

    Form 10-Q For Fiscal Quarter Ended March 31, 2021
    Filed May 10, 2021
    File No. 001-38300

Dear Ms. Li and Mr. Decker:

We are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 19, 2021 (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, 2020 (the “10-K”) and Quarterly Report on Form 10-Q for the Fiscal Quarter ended March 31, 2021 (the “10-Q”).

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.Please provide a detailed legal analysis explaining why the registrant believes it is not an investment company under the Investment Company Act of 1940. Such analysis should include a discussion as to whether the registrant believes it is compliant with the 40% test set forth in section 3(a)(1)(C) of the 1940 Act. It should also address the registrant’s management structure and payments to the manager, which appear to resemble those associated with investment funds. In your response, please provide sufficient information to assess your analysis. Please note that we will refer your response to the Division of Investment Management for further review.

The following is the Company’s analysis of the status of the Company and its subsidiaries (collectively, the “Group”) under the Investment Company Act of 1940, as amended (the “Act”).  As described more fully below, based on the value1 of the Group’s assets as of December 31, 2020 and June 30, 2021, as well as the nature of the Company’s operations, the Company is not an investment company under the Act.

1 For purposes of this response, all asset values have been calculated in accordance with the requirements of the Act, and therefore may differ from values reported in the Company’s financial statements prepared in accordance with generally accepted accounting principles (“GAAP”).

Description of the Group

Overview

The Company is primarily engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets.  The Company seeks to take meaningful long-term equity ownership stakes where it has an ability to control or significantly influence quality companies that are well positioned in their respective industries, run by best-in-class management teams and that operate in industries that have attractive organic and acquired growth opportunities.

William P. Foley, II, the Company’s founder, serves as its Chairman and leads the management team.  Richard N. Massey is the Company’s chief executive officer and a director.  The Company’s management team has a proven track record of growing industry-leading companies and team members actively interact with and support management of portfolio companies, directly or through the Company’s board of directors (the “Board”), to ultimately provide value for shareholders.  The Bill Foley-led management team seeks to implement Mr. Foley’s “value creation playbook” and is responsible for the growth of publicly traded companies with a collective market capitalization of approximately $139 billion as of December 31, 2020.  The Company and its management are primarily engaged in managing and operating the diversified businesses of its subsidiaries and not in investing, reinvesting, owning, holding, or trading securities.

As of December 31, 2020, the Company’s primary holdings included ownership interests in: (i) Dun & Bradstreet Holdings, Inc. (“DNB”), a leading global provider of business decisioning data and analytics; (ii) Optimal Blue Holdco, LLC (“Optimal Blue”), a leading provider of secondary market solutions and actionable data services; (iii) AmeriLife Group, LLC (“AmeriLife”), a national leader in the development, marketing and distribution of life and health insurance, annuities and retirement-planning solutions; (iv) O’Charley’s Holdings, LLC (“O’Charley’s”) and 99 Restaurants Holdings, LLC (“99 Restaurants” and, together with O’Charley’s and certain other restaurant industry assets, the “Restaurant Business”); (v) Ceridian HCM Holding Inc. (“Ceridian”), a global human capital management software company; and (vi) various other equity and debt investments primarily in the real estate, financial services and healthcare technology industries.

Corporate Structure

The Company conducts its business through its wholly-owned subsidiary Cannae Holdings, LLC (“Cannae LLC”).  The Board oversees the management of the Company, its subsidiaries and their businesses, and the performance of Trasimene Capital Management, LLC (the “Manager”). During the fiscal year ended December 31, 2019, the Company transitioned to an externally managed structure (such externalization of certain management functions, the “Externalization”). In connection with the Externalization, the Company, Cannae LLC and the Manager entered into a Management Services Agreement (as amended to the date hereof, the “MSA”) whereby the Manager provides certain corporate management and investment advisory services (as more fully described below).

DNB.  Cannae LLC owns 100% of the member interests in DNB Holdco, LLC (“DNB Holdco”), which owns the Group’s interest in DNB.  As of December 31, 2020, DNB Holdco owned approximately 17.8% of DNB’s common stock, which had a market value of approximately $1.908 billion.  In connection with DNB’s initial public offering in July 2020, a consortium of large investors (including the Company) who collectively own a majority of the outstanding common stock of DNB entered into an agreement pursuant to which the parties thereto agreed for a

2

period of three years to vote together all of their respective shares in all matters related to the election of directors, including to elect five named individuals to DNB’s board (the board has a total of nine directors) (the “DNB Governance Arrangement”).  Mr. Foley is the Chair of the DNB board and Mr. Massey is a director.  As a result of the DNB Governance Arrangement, the Company has shared control over the appointment of a majority of the DNB board because five of the nine directors can be elected only with the joint approval of the Company.  The Company, through its representation on the DNB board, the DNB Governance Arrangement and regular participation of Company officers and directors in the management of DNB, is actively involved in managing DNB’s business.  DNB is a “majority-owned subsidiary” of the Company for purposes of its 40% Test (as defined below).

Optimal Blue.  As of December 31, 2020, Cannae LLC owned approximately 20% of the member interests in Optimal Blue, which had a fair value of approximately $289 million.  In connection with the acquisition of Optimal Blue by a subsidiary of Black Knight, Inc. (“BK”) and other investors (including the Company) in September 2020, the limited liability company agreement of Optimal Blue was amended to state that the board of managers would consist of 10 votes, with Cannae LLC entitled to two votes (the “Cannae Votes”), BK entitled to six votes (the “BK Votes”) and another investor entitled to two votes.  Concurrently, BK and Cannae LLC entered into an agreement pursuant to which BK and Cannae LLC agreed to jointly appoint managers controlling three of the six BK Votes, resulting in Cannae LLC having sole or shared control over the appointment of managers controlling five of 10 votes on the board (the “OB Governance Arrangement”).  David Ducommun, President of the Company, serves as Cannae LLC’s representative on the board controlling the Cannae Votes.  The Company, through its representation on the Optimal Blue board, the OB Governance Arrangement and regular participation of Company officers and directors in the management of Optimal Blue, is actively involved in managing Optimal Blue’s business.  Optimal Blue is a “majority-owned subsidiary” of the Company for purposes of its 40% Test.

AmeriLife.  Cannae LLC owns 100% of the partnership interests in Cannae Holdings Investors (AmeriLife), L.P. (“CHI AmeriLife”).  As of December 31, 2020, CHI AmeriLife owned approximately 20% of the member interests in AmeriLife, which had a fair value of approximately $121 million.  In connection with the acquisition of AmeriLife by a group of investors (including the Company) in March 2020, the limited liability company agreement of Accelerate Topco Holdings, LLC (“Accelerate”), the parent of AmeriLife, was amended to state that the board of managers would consist of six managers, including one manager designated by the Company and two managers jointly designated by the Company and another large investor.  As a result, the Company has sole or shared control over the appointment of three of six managers on the board (the “AmeriLife Governance Arrangement,” and, together with the DNB Governance Arrangement and the OB Governance Arrangement, the “Governance Arrangements”).  Mr. Foley is a manager of Accelerate.  The Company, through its representation on the Accelerate board, the AmeriLife Governance Arrangement and regular participation of Company officers and directors in the management of Accelerate and AmeriLife, is actively involved in managing AmeriLife’s business.  Accelerate is a “majority-owned subsidiary” of the Company for purposes of its 40% Test.

The Restaurant Business.  Cannae LLC owns 100% of the member interests in RG Group Holdco, LLC (“RG Holdco”), which owns the Group’s interest in the Restaurant Business.  As of December 31, 2020, RG Holdco owned an approximate 65.4% interest in O’Charley’s, an approximate 88.5% interest in 99 Restaurants and a 100% interest in certain other restaurant industry assets.  As of December 31, 2020, the fair value of the Restaurant Business was approximately $145 million.  The Company, through its ownership of a majority of relevant voting securities, controls the Restaurant Business and is actively involved in managing it.  O’Charley’s, 99 Restaurants and the other components of the Restaurant Business are each a “majority-owned subsidiary” of the Company for purposes of its 40% Test.

3

Ceridian.  In 2007, the Company’s predecessor, Fidelity National Financial, Inc. (“FNF”), along with a partner, acquired Ceridian for approximately $5.3 billion. Over the next ten plus years, largely through Mr. Foley’s significant investments of time and efforts on behalf of FNF/Cannae and as a long-term director of Ceridian, Ceridian was transformed from a legacy mainframe business model to a modern cloud-based “software as a service” business model through both strategic acquisitions and identification and hiring of new management.  Ceridian closed its initial public offering in 2018.  Pursuant to a voting agreement with another large investor in Ceridian similar to the Governance Arrangements, the Company had shared control over the appointment of at least 50% of the board of Ceridian until 2019.

As of December 31, 2020, the Group owned approximately 9.4% of the outstanding common stock of Ceridian, which had a market value of approximately $1.492 billion.  As of that date, DNB Holdco held approximately $775 million of Ceridian stock and CHI AmeriLife held approximately $65 million of Ceridian stock.  The remainder (approximately $652 million) was held by certain subsidiaries of Cannae LLC.  Ceridian is not a “majority-owned subsidiary” of the Company for purposes of its 40% Test as of December 31, 2020.

Other Assets.  As of December 31, 2020, Cannae LLC owned controlling interests in other subsidiaries (which are “majority-owned subsidiaries” of the Company for purposes of its 40% Test) valued at approximately $33 million, and owned non-controlling interests in other assets valued at approximately $457 million (which are not “majority-owned subsidiaries” of the Company for purposes of its 40% Test).

SPACs.  In 2020, the Company made investments in the sponsors of, and forward purchase commitments to purchase equity of, three special purpose acquisition companies (“SPACs”), which are companies formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.  The Company believes that SPACs present a unique opportunity for companies to partner with sponsors who provide invaluable industry, operational and capital market experience and that investments in these SPACs sponsored or co-sponsored by the Manager and led by Mr. Foley provide an opportunity for the Company to participate in the growth and transformation of businesses with compelling characteristics similar to other of the Company’s prior investments.

Two of these SPACs recently completed their business combinations with Paysafe Limited, a leading integrated payments platform (“Paysafe”), and Alight, Inc., a leading cloud-based provider of integrated digital human capital and business solutions (“Alight”).  Mr. Foley is Chairman of each of Paysafe and Alight, and Mr. Massey is a director of Alight.  The Company or Cannae LLC is a party to voting agreements with other large investors in Paysafe and Alight similar to the Governance Arrangements whereby the Company has sole or shared control over the appointment of at least 50% of the board of the respective company, and Mr. Foley and other members of the Company’s management team are actively involved in managing Paysafe’s and Alight’s businesses.  As of June 30, 2021, Cannae LLC directly owned approximately 6.9% of the outstanding common stock of Paysafe, which had a market value of approximately $602 million. As of July 6, 20212, Cannae LLC directly owned approximately 8.7% of the outstanding common stock of Alight, which had a market value of approximately $413 million.  The Company, through its representation on the Paysafe and Alight boards, the related governance arrangements and regular participation of Company officers and directors in the management of Paysafe and Alight, will be actively involved in managing these businesses.

2 Alight’s business combination closed on July 2, 2021 and Alight began publicly trading on July 6, 2021.

4

The Externalization

Pursuant to the MSA, certain services related to the management of the Company are conducted by the Manager through the authority delegated to it in the MSA and in accordance with the operational objectives and business plans approved by the Company’s Board. Subject at all times to the supervision and direction of the Board, the Manager is responsible for, among other things, (a) managing the day-to-day business and operations of the Group, (b) evaluating the financial and operational performance of the Group and the Company’s other assets, (c) providing a management team to serve as executive officers of the Group, (d) providing investment advice as requested from time to time by the Group and (e) performing (or causing to be performed) any other services for and on behalf of the Group customarily performed by executive officers and employees of a public company.

Pursuant to the MSA, Cannae LLC will pay the Manager a quarterly management fee equal to 0.375% (1.5% annualized) of the Compan

United States securities and exchange commission logo
July 19, 2021
Bryan Coy
Executive Vice President and Chief Financial Officer
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, Nevada 89134
Re:Cannae Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 26, 2021
Form 10-Q for Fiscal Quarter Ended March 31, 2021
Filed May 10, 2021
File No. 001-38300
Dear Mr. Coy:
            We have reviewed your filings 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2020
Item 1A. Risk Factors
Risks Relating to the Company's Structure
We may become subject to the Investment Company Act of 1940, page 11
1.Please provide a detailed legal analysis explaining why the registrant believes it is not an
investment company under the Investment Company Act of 1940.  Such analysis should
include a discussion as to whether the registrant believes it is compliant with the 40% test
set forth in section 3(a)(1)(C) of the 1940 Act.  It should also address the registrant’s
management structure and payments to the manager, which appear to resemble those
associated with investment funds.  In your response, please provide sufficient information
to assess your analysis.  Please note that we will refer your response to the Division of
Investment Management for further review.

 FirstName LastNameBryan Coy
 Comapany NameCannae Holdings, Inc.
 July 19, 2021 Page 2
 FirstName LastName
Bryan Coy
Cannae Holdings, Inc.
July 19, 2021
Page 2
Consolidated Financial Statements
Consolidated Statements of Operations, page 56
2.Please tell us how you considered the guidance in Rule 5-03 of Regulation S-X in
presenting an additional profit subtotal between paragraphs 10 and 11 -- earnings from
continuing operations before equity in earnings (losses) of unconsolidated affiliates.
Consolidated Statements of Cash Flows, page 59
3.Please disclose your accounting policy for classifying distributions from investments in
unconsolidated affiliates as operating or investing activities.  Also, disclose the nature of
the cash proceeds classified within operating activities and investing activities for each
period presented.  Refer to ASC 230-10-45-21D.
Form 10-Q for Fiscal Quarter Ended March 31, 2021
Item 6. Exhibits
Exhibits 31.1 and 31.2, page 38
4.You omit the internal control over financial reporting language from the introductory
portion of paragraph 4 of your Section 302 certifications, as well as paragraph 4(b).  This
language was required beginning with your first annual report that contained
management’s report on internal control over financial reporting and continues to be
required in the Section 302 certifications of all periodic reports filed thereafter.  Please
make the appropriate revisions.  Refer to the guidance in Question 246.13 of the
Division’s Compliance and Disclosure Interpretations for Regulation S-K.
            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.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

October 18, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attn:  Anne Nguyen Parker

Re:

Cannae   Holdings, Inc. — Request for Acceleration

Registration   Statement on Form S-4

File   No. 333-217886

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Cannae Holdings, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-4 (as amended to date, the “Registration Statement”) be accelerated to October 19, 2017 at 11 a.m. Eastern Time or as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone.

The Registrant hereby acknowledges that:

i.                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

ii.               the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

iii.            the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated. If you have any questions, please feel free to contact Michael J. Aiello (michael.aiello@weil.com / telephone: 212.310.8552) or Sachin Kohli (sachin.kohli@weil.com / telephone: 212.310.8294) of Weil, Gotshal & Manges LLP. In addition, please notify Mr. Aiello or Mr. Kohli when this request for acceleration has been granted.

Sincerely,

Cannae Holdings, Inc.

By:

/s/ Michael L. Gravelle

Name:

Michael L. Gravelle

Title:

Executive Vice   President, General Counsel and Corporate Secretary

cc:                                Via E-mail

Michael L. Gravelle, Esq. (Fidelity National Financial, Inc.)

Michael J. Aiello, Esq. (Weil, Gotshal & Manges LLP)

Sachin Kohli, Esq. (Weil, Gotshal & Manges LLP)

2

CORRESP
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VIA EDGAR

767 Fifth Avenue
   New York, NY 10153-0119
   +1 212 310 8000 tel
   +1 212 310 8007 fax

October 11, 2017

Michael J. Aiello
 +1   (212) 310-8552
 michael.aiello@weil.com

Anne Nguyen Parker
 Assistant Director
 Office of Transportation and Leisure
 United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:          Cannae Holdings, Inc.
 Amendment No. 6 to Registration Statement on Form S-4
 Filed October 2, 2017
 File No. 333-217886

Dear Ms. Parker

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 26, 2017 (the “Comment Letter”) with regard to Amendment No. 6 to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on October 2, 2017 (as so amended, the “Registration Statement”).  The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.

Summarized Pro Forma Balance Sheet, page 57

1.                                      We note your response to our previous comments number 4 and 6. You state that you expect to control over 50% of the outstanding voting shares of J. Alexander’s, and expect to own only approximately 34.1% of the economic interest in J. Alexander’s. You further state that “the Class A and Class B Common Stock holders will together have the power to direct the significant activities of the legal entity and ratably receive returns and absorb losses, which the Company is expected to control through Class B Common Stock and Units.” Based on the above, and assuming that J. Alexander’s is not a VIE, please tell us how you considered the rights of the non-controlling shareholders and the impact on your ability to consolidate J. Alexander. Please provide us your analysis of the guidance in ASC 810-10-25-2 through 25-14.

The Company respectfully acknowledges the Staff’s comment and clarifies that while the Class A and Class B common shareholders of J. Alexander’s ratably vote and receive returns and share losses based on their proportionate ownership of the Class A and Class B common shares, they do not “together” have the power to direct the significant activities of the legal entity.  The Company will have the sole power to direct the significant activities of the legal entity through its 52.5% direct and indirect voting interest in the Class B Common Stock of J. Alexander’s.

Management reviewed the shareholder rights associated with the 99 Merger and determined that the non-controlling shareholders have certain protective rights which are limited to participation in charter and bylaw amendments and the removal of a director for cause.  These rights require a 66 2/3% affirmative vote of the shareholders of J. Alexander’s.  The protective rights granted to the non-controlling shareholders do not include participation in the financial or operating decisions of J. Alexander’s, as these rights, such as selecting, terminating, and setting compensation of management and establishing operating and capital budgets and related decisions, are vested exclusively with the Board of Directors, which will be controlled by the Company as the Company will control the majority of the vote with regard to the election of directors. Given the Company’s control of the vote of the election of Board of Directors, we do not believe the non-controlling interest holders have substantive participating rights which would overcome the presumption that the investor with the majority of the voting interests should consolidate the investee (J. Alexander’s).

We have supplementally provided our consolidation analysis, specifically rows 46 through 49, which address the guidance in ASC 810-10-25-2 through 25-14.

2.                                      We note that in response to your prior comment 4, you provide a table reflecting the calculation of your expected ownership interest of J. Alexander’s in terms of voting rights. Please explain to us why you consider the entire 40.8% of FNH’s voting interest as the voting interest of the consolidated entity. In this regard, please explain why you have not

reduced your voting interest of FNH to reflect only the 55% owned by the consolidated entity. Please advise.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that due to the Company’s majority ownership of FNH and control of the FNH board of directors (the “FNH Board”), the Company unilaterally controls 100% of FNH’s 40.8% voting interest in J. Alexander’s and therefore, that voting interest should not be reduced for FNH’s minority interest holders.

The considerations that follow support the conclusion reached above. FNH cannot bifurcate its shares when voting on matters related to J. Alexander’s (i.e., FNH must vote all of its 40.8% interest in the same manner).  The FNH Board controls FNH’s vote with regard to J. Alexander’s shares, the Company controls the FNH Board, and the non-controlling interests in FNH do not have substantive participating rights.  Therefore, the Company controls 100% of FNH’s 40.8% voting interest in J. Alexander’s.  This 40.8% indirect voting interest in addition to the Company’s direct 11.7% interest provides the Company with 52.5% of the voting shares of J. Alexander’s.

This conclusion is consistent with the guidance in Pricewaterhouse Coopers’ Consolidation and Equity Method of Accounting Guide, Example 3-1 of chapter 3 (emphasis added):

·                  Company A has a controlling financial interest in Company B through its 60% ownership interest in Company B. Company B, in turn, owns 40% of Company C. Company A also directly owns 20% of Company C. Should Company A consolidate Company C? Yes. Even though Company A only has an economic interest of 44% in Company C (i.e., its 20% direct interest, plus its 60% of Company B’s 40% direct interest in Company C), Company A does have a controlling financial interest in Company C. Since Company A controls Company B, and thus can control Company B’s 40% voting interest in Company C, plus it has a direct 20% voting interest in Company C, Company A has a 60% controlling voting interest in Company C.

3.                                      We also note that you have provided the reasons you believe that J. Alexander’s is not considered a variable interest entity. As part of this explanation, you responded that the voting rights of Class A Common Stock and Class B Common Stock and Unit holders, when taken together, are proportionate to such investor rights to receive returns and obligations to absorb losses, if any. Please provide us more detailed explanation around this criteria. For example, the table on page 3 indicates that you have 52.5% voting interest but the table on page 4 reflects only a 34.1% economic interest. It would appear that these differences result in rights that are not proportional to the voting rights. Please advise and revise your disclosure accordingly.

3

The Company respectfully acknowledges the Staff’s comment.  The Company advises the Staff that, in the Company’s view, the 45% non-controlling economic interest in FNH does not result in disproportionate economics and voting in J. Alexander’s.  That is, the result of this perceived disproportionality related to FNH is not related to the rights included within the shares issued by J. Alexander’s.  The Company will indirectly own, through FNH, Class B Common Stock in J. Alexander’s, and in turn, the Company will be granted 40.8% of the voting interests.  The Company will directly own Class B Common Stock in J. Alexander’s, and in turn, the Company will be granted 11.7% of the voting interests.  Finally, the public shareholders and officers/directors of J. Alexander’s will own a proportionate amount of economics and voting interests through their 47.5% ownership interests held through the Class A Common Stock of J. Alexander’s.  In the Company’s prior response letter, the Company’s reference to “when taken together” was intended to acknowledge that the Company’s economic and voting interests were separated between Class B Common Stock which represents voting interests in J. Alexander’s and the Class B Units which represent economic interests in the operating partnership.

Further, the Company notes that if one were to consider the Company’s net 34.1% economic interest to be disproportionate to its 52.5% voting interest, this would represent disproportionately more voting interests.  The second condition in ASC 810-10-15-14(c) indicates that this variable interest entity characteristic would only be met if “substantially all of the legal entity’s activities…either involve or are conducted on behalf of an investor that has disproportionately few voting rights…” (emphasis added).  If the Company has disproportionately more voting rights, it would imply that another party has disproportionately few.  However, the Company does not believe that it would be appropriate to conclude that the non-controlling investors in FNH (who would not be expected to control any of the voting rights in J. Alexander’s) have disproportionately few voting rights in any entity where they hold no interests.

Finally, even if it were concluded that the non-controlling investors in FNH held disproportionate voting rights, substantially all of J. Alexander’s activities are not conducted on behalf of that investor. As such, the criteria in ASC 810-10-15-14(c) is not met.  Furthermore, if J. Alexander’s were determined to be a variable interest entity, the Company would nevertheless consolidate J. Alexander’s as its primary beneficiary, because the Company controls the power to direct the activities of J. Alexander’s through unilateral control of the Board of Directors.  Also, the Company has the obligation to absorb losses of J. Alexander’s that potentially could be significant to J. Alexander’s, if any, and the right to receive benefits from J. Alexander’s that potentially could be significant to J. Alexander’s.  In addition, the variable interest entity disclosures would not be required by the Company, because it would qualify for the exception to those disclosures as described in ASC 810-10-50-5B and 50-3(1).  Therefore, there would be no

(1)  Specifically, (1) J. Alexander’s issues voting equity interests, (2) the Company holds a majority voting interest and would be the primary beneficiary if J. Alexander’s was a variable interest entity, (3) J. Alexander’s is a business, and (4) J. Alexander’s assets can be used for purposes other than the settlement of its obligations.

4

change to the pro forma financial statements or disclosures included in the registration statement under the variable interest entity model.

[Remainder of this page intentionally left blank.]

5

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or my colleague Sachin Kohli at (212) 310-8294.

Sincerely,

/s/   Michael J. Aiello

Michael   J. Aiello

cc:                                Aamira Chaudhry

Staff Accountant

SEC

Claire Erlanger

Staff Accountant

SEC

Donald E. Field

Staff Attorney

SEC

Michael Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

Sachin Kohli

Weil, Gotshal & Manges LLP

Mail Stop 3561
October  6, 2017

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

Re: Cannae Holdings, Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed October 2 , 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 ame ndment 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 referen ces to prior comments are to comments in our September 26, 2017 letter .

Summarized Pro Forma Balance Sheet, page 57

1. We note your response to our previous comments number 4 and 6.  You state that you
expect to control over 50% of the outstanding voting sh ares of J. Alexander’s, and expect
to own only approximately 34.1% of the economic interest in J. Alexander’s.  You
further state that “the Class A and Class B Common Stock holders will  together have the
power to direct the significant activities of the le gal entity and ratably receive returns and
absorb losses, which the Company is expected to control through Class B Common Stock
and Units.”  Based on the above, and assuming that J. Alexander’s is not a VIE, please
tell us how you considered the rights of the non -controlling shareholders and the impact
on your ability to consolidate J. Alexander.  Please provide us your analysis of the
guidance in ASC 810 -10-25-2 through 25 -14.

Brent B. Bickett
Cannae Holdings, Inc.
October  6, 2017
Page 2

2. We note that in response to your prior comment 4, you provide a table reflectin g the
calculation of your expected ownership interest of J. Alexander’s in terms of voting
rights.  Please explain to us why you consider the entire 40.8% of FNH’s voting interest
as the voting interest of the consolidated entity.  In this regard, please e xplain why you
have not reduced your voting interest of FNH to reflect only the 55% owned by the
consolidated entity.  Please advise.

3. We also note that you have provided the reasons you believe that J. Alexander’s is not
considered a variable interest ent ity.  As part of this explanation, you responded that the
voting rights of Class A Common Stock and Class B Common Stock and Unit holders,
when taken together, are proportionate to such investor rights to receive returns and
obligations to absorb losses, i f any.  Please provide us more detailed explanation around
this criteria.  For example, the table on page 3 indicates that you have 52.5% voting
interest but the table on page 4 reflects only a 34.1% economic interest.  It would appear
that these differenc es result in rights that are not proportional to the voting rights.  Please
advise and revise your disclosure accordingly.

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

CORRESP
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767 Fifth Avenue

VIA EDGAR

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

Michael J. Aiello

October 2, 2017

+1 (212) 310-8552

michael.aiello@weil.com

Anne Nguyen Parker
 Assistant Director
 Office of Transportation and Leisure
 United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:          Cannae Holdings, Inc.
 Amendment No. 5 to Registration Statement on Form S-4
 Filed September 20, 2017
 File No. 333-217886

Dear Ms. Parker,

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 26, 2017 (the “Comment Letter”) with regard to Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on September 20, 2017 (as so amended, the “Registration Statement”).  The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.  In addition, the Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 6”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  The Company is also mailing to the Staff’s attention for its convenience a hard copy of this letter together with five copies of Amendment No. 6 marked to indicate changes to the Registration Statement.  Terms used and not defined herein, but defined in Amendment No. 6, have the meanings given to such terms in Amendment No. 6.  All references to page numbers and captions correspond to the page numbers and corresponding captions in Amendment No. 6.

Selected Unaudited Pro-Forma Financial Data, page 56

1.                                      We note your response to our previous comment number 1.  Please revise your disclosure to include the information provided in your response in your filing.  Your disclosure should include all significant considerations made in your determination that you are the accounting acquirer.

In response to the Staff’s comment, the disclosure has been revised on pages 57 and 58 of Amendment No. 6.

2.                                      We note your response to our previous comment number 3.  Please revise your disclosure to include the information provided in your response in your filing.  Specifically, please disclose how you determined the $11 per share amount and how you determined or calculated the value of the 99 Restaurants business.

In response to the Staff’s comment, the disclosure has been revised on page 58 of Amendment No. 6.

Summarized Pro Forma Balance Sheet, page 57

3.                                      We note your response to our previous comment number 4.  The non-controlling interest portion would not have control, accordingly, please tell us why you believe it is appropriate to calculate the first component of non-controlling interest using the $11 price per share which you state above in response to comment 3 includes a control premium.

The Company respectfully acknowledges the Staff’s comment and clarifies that given the preliminary nature of the 99 Merger, the $11 price per share determined to be its initial estimate of the fair value of the J. Alexander’s shares represents a premium to the closing price of J. Alexander’s Class A Common Stock of $10.10 on the date the definitive agreement was executed. At this time, the Company believes that $11 per share is its best estimate of the fair value of the J. Alexander’s shares and is thus appropriate to use as its estimate of the fair value of the noncontrolling interest assumed in accordance with ASC 805-20-30-7 and 30-8. The Company believes this is further supported by the movement in the trading price per share of J. Alexander’s class A common stock (NYSE: JAX) closer to its $11 per share estimate subsequent to the announcement of the 99 Merger. While the Company understands that the fair value of a non-controlling interest may differ from the agreed purchase price resulting from the share exchange for obtaining its controlling interest due to a premium or discount, the Company believes it is too early at this time to determine that amount, if any.

In response to the Staff’s comment, the disclosure has been revised to clarify the nature of the premium on page 58 of Amendment No. 6.

2

4.                                      Your revised disclosure states that “The Company expects to control 52.5% of the outstanding shares directly and indirectly through FNFV LLC and FNH, respectively…” Please tell us FNFV’s LLC and FNH’s ownership percentages of J. Alexander’s before and after the merger transaction.  Also, please explain to us why you believe the second component of your NCI calculation is necessary.  In this regard, it would appear that from a consolidated level, your NCI would represent the 47.5% of J. Alexander’s that you do not control plus the additional adjustment to NCI in 99 Restaurants.  It is not clear why there is an adjustment for additional non-controlling interest related to FNH’s ownership of J. Alexander’s, due to the fact that FNH is consolidated by FNFV.  Please advise.

The Company respectfully acknowledges the Staff’s comment and notes FNFV LLC and FNH’s ownership percentages of J. Alexander’s through the Class B shares acquired are expected to be as follows:

Expected Class
   B Shares Held
   (in millions)

Total Shares
   Outstanding,
   Post-99 Merger
   (in millions)

Expected
   Ownership
   of J. Alexander’s
   Voting

A

B

=A/B

FNFV LLC

3.63

30.97

11.7

%

FNH (55% owned by FNFV LLC)

12.64

30.97

40.8

%

Consolidated Splitco

16.27

30.97

52.5

%

Neither FNFV LLC nor FNH own any outstanding equity of J. Alexander’s before the transaction.

Based on ASC 810-10-15-8, the usual condition for a controlling financial interest is determined based on the ownership of a majority of the voting interest by one reporting entity directly or indirectly. As the Company expects to control the voting interest in J. Alexander’s, directly through Class B shares held by FNFV LLC and indirectly through class B shares held by its majority-owned and controlled subsidiary FNH, the Company expects to consolidate the results of J. Alexander’s upon consummation of the transaction in accordance with ASC 810-10. The Company does not expect J. Alexander’s to qualify as a variable interest entity as defined by ASC 810-10-15-14 as: (1) J. Alexander’s has the ability to carry on its activities without subordinated financial support (J. Alexander’s and 99 Restaurants combined total equity was approximately 64% of total assets as of fiscal year end 2016), (2) the Class A and Class B Common Stock holders will together have the power to direct the significant activities of the legal entity and ratably receive returns and absorb losses, which the Company is expected to control through Class B Common Stock and Units, and (3) the voting rights of Class A Common Stock and Class B Common Stock and Unit holders, when taken together, are proportionate to such investor rights to receive returns and obligations to absorb losses, if any.

3

However, the Company expects to record NCI and to allocate income or loss to the noncontrolling interest based on the Company’s consolidated economic interest in J. Alexander’s. The Company expects the Company’s economic ownership to differ from the percentage of voting interest it controls because a portion of its ownership of J. Alexander’s class B common stock will be held through its non-wholly owned subsidiary, FNH.

The Company expects its economic ownership of J. Alexander’s upon consummation of the transaction, after taking into effect the Company’s level of ownership in the subsidiaries holding the J. Alexander’s shares, to be as follows:

Expected Ownership of J. Alexander’s

Economic Direct
   Ownership

Splitco Ownership of
   Related Subsidiary

Consolidated
   Economic
   Ownership

FNFV LLC

11.7

%

100

%

11.7

%

FNH (55% owned by FNFV LLC)

40.8

%

55

%

22.4

%

Consolidated Splitco

34.1

%

The Company respectfully acknowledges the Staff’s comment on the second component of NCI and advises the Staff that while FNH is consolidated by FNFV LLC, FNFV LLC only owns 55% of the outstanding equity of FNH.  As there are minority interests representing 45% ownership in FNH, the Company expects to record NCI representing FNH’s minority interest holders’ claim to FNH’s 40.8% ownership in J. Alexander’s.

5.                                      Please tell us how the $10.4 million of additional non-controlling interest related to the reduction in your consolidated ownership of the economic interest in 99 Restaurants was calculated.

The Company respectfully acknowledges the Staff’s comment and clarifies that approximately $10.8 million of additional non-controlling interest in 99 Restaurants will be recorded due to its reduced consolidated economic ownership resulting from the transaction. As 99 Restaurants will be consolidated both before and after the 99 Merger, the Company expects to record the change in ownership at the book value in accordance with ASC 805-30-30-8. The estimated change in noncontrolling interest in 99 Restaurants at book value resulting from its expected decrease in ownership is calculated as follows:

Consolidated economic ownership of 99 Restaurants NCI, before   transaction

55.0

%

A

Consolidated economic ownership   of 99 Restaurants, after transaction

34.1

%

B

Decrease in ownership of 99   Restaurants

20.9

%

C = A - B

Book value of 99 Restaurants   equity (in millions)

$

51.8

D

Expected increase in NCI due to   reduced ownership (in millions)

$

10.8

E = C x D

In response to the Staff’s comment, the disclosure has been revised on page 60 of Amendment No. 6.

4

6.                                      We note your response states that “Accordingly, the Company expects to record the total of all components above which the Company expects to result in the recording of approximately $116.8 million of non-controlling interest.”  It appears to us that $116.8 of non-controlling interest actually represents over 50% of the fair value of J. Alexander’s disclosed in your response as $161.6 million.  This does not appear to be a non- controlling piece as it is greater than 50%.  Please advise.

The Company respectfully acknowledges the Staff’s comment and clarifies that as described in its response to comment number 4 above, while the Company expects to control over 50% of the outstanding voting shares of J. Alexander’s, it expects to own only approximately 34.1% of the economic interest in J. Alexander’s. Accordingly, its expected calculation of NCI in J. Alexander’s (excluding the effects of the change in consolidated ownership in 99 Restaurants) approximates the 65.9% of economic interest held by noncontrolling interest holders.

[Remainder of this page intentionally left blank.]

5

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or my colleague Sachin Kohli at (212) 310-8294.

Sincerely,

/s/ Michael J. Aiello

Michael   J. Aiello

cc:                                Aamira Chaudhry

Staff Accountant

SEC

Claire Erlanger

Staff Accountant

SEC

Donald E. Field

Staff Attorney

SEC

Michael Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

Sachin Kohli

Weil, Gotshal & Manges LLP

6

Mail Stop 3561
September  26, 2017

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

Re: Cannae Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed September 20, 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 bel ieve 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 September 14 , 2017 letter .

Selected Unaudited Pro -Forma Financial Data, page 56

1. We note your response to our previous comment number 1.  P lease revise your disclosure
to include the information provi ded in  your response in your filing.  Your disclosure
should include all significant considerations made in your determination that you are the
accounting acquirer.

2. We note your response t o our previous comment number 3.  P lease revise your disclosure
to include the information provided in  your response in your filing.  Specifically, please
disclose how you determined the $11 per share amount and how you determined or
calculated the value o f the 99 Restaurants business.

Brent B. Bickett
Cannae Holdings, Inc.
September  26, 2017
Page 2

Summarized Pro Forma Balance Sheet, page 57

3. We note your response to our previous comment number 4.  The non -controlling interest
portion would not have control, accordingly, please tell us why you believe it is
appropriate to calculate the first componen t of non -controlling interest using the $11
price per share which you state above in response to comment 3 includes a control
premium.

4. Your revised disclosure states that “The Company expects to control 52.5% of the
outstanding shares directly and indirec tly through FNFV LLC and FNH, respectively…”
Please tell us FNFV’s LLC and FNH’s ownership percentages of J . Alexander ’s before
and after the merger transaction.  Also, please explain to us why you believe the second
component of your NCI calculation is nece ssary.  In this regard, it would appear that
from a consolidated level, your NCI would represent the 47.5% of J. Alexander ’s that
you do not control plus the additional adjustment to NCI in 99 Restaurants.  It is not clear
why there is an adjustment for add itional non -controlling interest related to FNH’s
ownership of J. Alexander ’s, due to the fact that FNH is consolidated by FNFV.  Please
advise.

5. Please tell us how the $10.4 million of additional non -controlling interest related to the
reduction in your co nsolidated ownership of the economic interest in 99 Restaurants was
calculated.

6. We note your response states that “Accordingly, the Company expects to record the total
of all components above which the Company expects to result in the recording of
approximately $116.8 million of non -controlling interest.”  It appears to us that $116.8 of
non-controlling interest actually represents over 50% of the fair value of J. Alexander ’s
disclosed in your response as $161.6 million.  This does not appear to be a  non-
controlling piece as it is greater than 50%.  Please advise.

Brent B. Bickett
Cannae Holdings, Inc.
September  26, 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

CORRESP
1
filename1.htm

VIA EDGAR

767   Fifth Avenue
   New York, NY 10153-0119
   +1 212 310 8000 tel
   +1 212 310 8007 fax

Michael J. Aiello

Michael.Aiello@weil.com

+1   212 310 8552

September 20, 2017

Anne Nguyen Parker

Assistant Director

Office of Transportation and Leisure

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Cannae Holdings, Inc.

Amendment No. 4 to Registration Statement on Form S-4

Filed September 6, 2017

File No. 333-217886

Dear Ms. Parker:

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 14, 2017 (the “Comment Letter”) with regard to Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on September 6, 2017 (as so amended, the “Registration Statement”). The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.  In addition, the Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 5”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  The Company is also mailing to the Staff’s attention for its convenience a hard copy of this letter together with five copies of Amendment No. 5 marked to indicate changes to the Registration Statement.  Terms used and not defined herein, but defined in Amendment No. 5, have the meanings given to such terms in Amendment No. 5. All references to page numbers and captions correspond to the page numbers and corresponding captions in Amendment No. 5.

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 the 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, FNF 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.

The Company respectfully acknowledges the Staff’s comment and notes that it determined the 99 Merger will qualify as a business combination in accordance with ASC 805 as the 99 Merger includes the exchange of FNFV LLC’s equity interest in 99 Restaurants and other assets for a controlling equity interest in J. Alexander’s. The Company determined the accounting acquirer in accordance with ASC 805-10-25-5. This guidance states:

“The guidance in the General Subsections of Subtopic 810-10 related to determining the existence of a controlling financial interest shall be used to identify the acquirer — the entity that obtains control of the acquiree.  If a business combination has occurred but applying that guidance does not clearly indicate which of the combining entities is the acquirer, the factors in paragraphs 805-10-55-11 through 55-15 shall be considered in making that determination.  However, in a business combination in which a variable interest entity (“VIE”) is acquired, the primary beneficiary of that entity always is the acquirer.  The determination of which party, if any, is the primary beneficiary of a VIE shall be made in accordance with the guidance in the Variable Interest Entities Subsection of Subtopic 810-10, not by applying either the guidance in the General Subsections of that Subtopic, relating to a controlling financial interest, or in paragraphs 805-10-55-11 through 55-15.”

As a result of the transaction and in accordance with Subtopic 810-10, FNFV LLC will control J. Alexander’s through majority control of the voting shares and will therefore have a controlling financial interest in J. Alexander’s and consolidate J. Alexander’s into its results.

The Company further considered the guidance in ASC 805-10-55-11 through 55-15 and notes that FNFV LLC will be the accounting acquirer as FNFV LLC is expected to: (1) gain control of J. Alexander’s through its majority voting rights acquired by it and its majority-owned subsidiary FNH, collectively (ASC 805-10-55-12(a)), (2) have control over the composition of the board of directors of J. Alexander’s as a result of such majority voting rights (ASC 805-10-55-12(c)), (3) be the combining entity which dominates the composition of the Company’s senior management (ASC 805-10-55-15(d)), and (4) be the combining entity with larger relative size in terms of assets and revenues (ASC 805-10-55-13). Furthermore, FNFV LLC’s initiation of the transaction is a further indication of its identification as the accounting acquirer (ASC 805-10-55-14). The Company also considered ASC 805-10-55-11, 55-12(b), 55-12(e) or 55-15 and does not believe that they are determining factors in the accounting conclusions reached related the 99 Merger. As a result of these considerations, the Company expects to account for the transaction by applying the acquisition method with FNFV LLC recording the assets and liabilities of J. Alexander’s at fair value as of the acquisition date.

In response to the Staff’s comment, the disclosure explaining why FNFV LLC is expected to be the accounting acquirer has been revised on page 57 of Amendment No. 5.

2

2.                                      We note your response to our previous 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, was calculated or determined.

In response to the Staff’s comment, the disclosure has been revised on page 60 of Amendment No. 5.

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 transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests 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 equity interests, rather than the fair value of the shares at the date of acquisition. Your disclosure should also explain more clearly how you calculated or determined the value of the shares issued.

The Company respectfully acknowledges the Staff’s comment and clarifies that the value of 99 Restaurants was determined based on valuations and negotiations between the combining entities. The Company’s management also had access to the financial analyses provided to the Board of Directors of J. Alexander’s by a third party in connection with the transaction, which included  a selected public companies analysis, a selected comparable transaction analysis, and a discounted cash flow analysis. Based on information available to the Company, the total value of $199 million, consisting of $179 million of equity and $20 million of net debt, was deemed appropriate and the most reliable indication of the fair value of 99 Restaurants.

The $11 per share value was determined through such aforementioned negotiations between the participants and reflects a premium over the current trading value of J. Alexander’s Class A common stock of approximately 10%. The excess of the $11 per share negotiated value and the current trading value of J. Alexander’s Class A common stock represents a premium associated with obtaining its ownership interest in J. Alexander’s. The total value of $199 million consisting of the equity issued and debt assumed by J. Alexander’s is consistent with management’s internal valuations of the 99 Restaurants business.

With the information currently available, the pro-forma presentation reflects these related estimates of fair value, which will be adjusted with the consummation of the transaction.

In response to the Staff’s comment, the disclosure has been revised on page 57 of Amendment No. 5.

3

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 calculated as the total value of J. Alexander’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.

The Company respectfully acknowledges the Staff’s comment and notes that noncontrolling interest (“NCI”) will be recorded at fair value based on ASC 805-20-30-7 and 30-8. The Company expects there to be two primary components to the NCI recorded.

The first component includes the Company’s minority interest in J. Alexander’s through the Company’s expected consolidated ownership of J. Alexander’s. The Company expects to control 52.5% of the outstanding shares directly and indirectly through FNFV LLC and FNH, respectively, which equates to a 47.5% noncontrolling interest in J. Alexander’s. Accordingly, the noncontrolling interest for this component of the Company’s minority interest in J. Alexander’s is expected to be calculated as follows:

Total J. Alexander’s Class A   Shares Outstanding

14,695,176

FV per Share

$

11.00

Total Fair Value of J.   Alexander’s

$

161,646,936

Percentage of Total Post-Merger   Equity Owned by Minority Interests

47.5

%

Expected Fair Value of   Noncontrolling Interest

$

76,782,295

4

The second component includes the noncontrolling interest related to the minority interest holders in FNH. As the Company has a 55% ownership interest in FNH, the portion of the J. Alexander’s held through FNH will have a separate NCI component. FNH will hold a 40.8% ownership in J. Alexander’s after consummation of the 99 Merger, and therefore the Company expects to record an additional 18.4% noncontrolling interest related to the Class B common stock owned by FNH. Accordingly, the noncontrolling interest for this component of the Company’s minority interest in J. Alexander’s is expected to be calculated as follows:

Total J. Alexander’s Class A   Shares Outstanding

14,695,176

FV per Share

$

11.00

Total Fair Value of J.   Alexander’s

$

161,646,936

A

Total J. Alexander’s Class A   Shares Oustanding

14,695,176

Total Expected J. Alexander’s   Class B Shares Post-Merger

16,272,727

Total Expected J. Alexander’s Class A   and Class B Shares Post-Merger

30,967,903

B

Class B Shares Expected to   be Held by FNH

12,636,000

C

Percentage of Post-Merger Equity   Held by FNH

40.8

%

D = C/B

Minority Interest Related to FNF   Ownership of FNH

45.0

%

E

Percentage of Total Post-Merger   Equity Owned by Minority Interests

18.4

%

F = D x E

Expected Fair Value of   Noncontrolling Interest

$

29,680,951

G = A x F

Additionally, the Company expects to record approximately $10.4 million of additional noncontrolling interest related to the reduction in the Company’s consolidated ownership of the economic interests in 99 Restaurants.

Accordingly, the Company expects to record the total of all components above which the Company expects to result in the recording of approximately $116.8 million of noncontrolling interest.

In response to the Staff’s comment, the disclosure has been revised on pages 59 and 60 of Amendment No. 5.

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 presentation of the pending T-System merger in the unaudited pro 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 meet the significance thresholds. Alternatively, please include pro forma financial information reflecting this pending acquisition.

The Company respectfully acknowledges the Staff’s comment and confirms that it has evaluated the T-System merger in accordance with the thresholds in Rule 11-01(b) and Rule 1-02(w) of Regulation S-X. The Company does not expect T-Systems to meet any of the 20% significance thresholds as it is expected that the Company’s investment in T-Systems will represent approximately 14% of the Company’s total assets, T-Systems assets will represent approximately 9% of the Company’s total assets, and T-Systems earnings from continuing operations will represent approximately 10% of the Company.

5

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or my colleague Sachin Kohli at (212) 310-8294.

Sincerely,

/s/ Michael J. Aiello

Michael J. Aiello

cc:                                Aamira Chaudhry

Staff Accountant

SEC

Claire Erlanger

Staff Accountant

SEC

Donald E. Field

Staff Attorney

SEC

Michael Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

Sachin Kohli

Weil, Gotshal & Manges LLP

6

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

CORRESP
1
filename1.htm

VIA EDGAR

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

Michael J. Aiello

Michael.Aiello@weil.com

+1 212 310 8552

September 6, 2017

Anne Nguyen Parker

Assistant Director

Office of Transportation and Leisure

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Cannae Holdings, Inc.

Amendment No. 3 to Registration Statement on Form S-4

Filed August 22, 2017

File No. 333-217886

Dear Ms. Parker:

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated August 29, 2017 (the “Comment Letter”) with regard to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on August 22, 2017 (as so amended, the “Registration Statement”). The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.  In addition, the Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 4”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  The Company is also mailing to the Staff’s attention for its convenience a hard copy of this letter together with five copies of Amendment No. 4 marked to indicate changes to the Registration Statement.  Terms used and not defined herein, but defined in Amendment No. 4, have the meanings given to such terms in Amendment No. 4. All references to page numbers and captions correspond to the page numbers and corresponding captions in Amendment No. 4.

Selected Unaudited Pro-Forma Financial Data, page 56

1.                                      We note that on August 3, 2017 you entered into a definitive 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.

In response to the Staff’s comment, the disclosure has been revised on page 57 of Amendment No. 4.

2.                                      Please revise to disclose how you determined the value of the consideration paid and the total purchase price of the transaction.

In response to the Staff’s comment, the disclosure has been revised on page 57 of Amendment No. 4.

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.

In response to the Staff’s comment, the disclosure has been revised on page 59 of Amendment No. 4.

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.

In response to the Staff’s comment, the disclosure has been revised on pages 58 and 59 of Amendment No. 4.

Management’s Discussion and Analysis

Results of Operations, page 81

5.                                      Please revise your results of 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.

In response to the Staff’s comment, the disclosure has been revised on page 91 of Amendment No. 4.

2

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or my colleague Sachin Kohli at (212) 310-8294.

Sincerely,

/s/ Michael J. Aiello

Michael J. Aiello

cc:                                Aamira Chaudhry

Staff Accountant

SEC

Claire Erlanger

Staff Accountant

SEC

Donald E. Field

Staff Attorney

SEC

Michael Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

Sachin Kohli

Weil, Gotshal & Manges LLP

3

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

CORRESP
1
filename1.htm

VIA EDGAR

767   Fifth Avenue

New   York, NY 10153-0119

+1   212 310 8000 tel

+1   212 310 8007 fax

Michael J. Aiello

Michael.Aiello@weil.com

+1   212 310 8552

July 24, 2017

Anne Nguyen Parker

Assistant Director

Office of Transportation and Leisure

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Cannae Holdings, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed June 22, 2017

File No. 333-217886

Dear Ms. Parker:

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated July 14, 2017 (the “Comment Letter”) with regard to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on June 22, 2017 (as so amended, the “Registration Statement”). The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.  In addition, the Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 2”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  The Company is also mailing to the Staff’s attention for its convenience a hard copy of this letter together with five copies of Amendment No. 2 marked to indicate changes to the Registration Statement.  Terms used and not defined herein, but defined in Amendment No. 2, have the meanings given to such terms in Amendment No. 2. All references to page numbers and captions correspond to the page numbers and corresponding captions in Amendment No. 2.

Selected Historical 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 Group 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.

The sale of Cascade Timberlands, LLC (“Cascade”) was legally structured as a sale of its assets and originally recorded by Fidelity National Financial, Inc. (“FNF”) and FNFV Group as gross revenue and cost of assets sold. The sale of Cascade was not deemed significant to FNF’s financial statements based on FNF’s consideration of both the sale’s quantitative nature in relation to FNF’s consolidated financial condition and results of operations, as well as qualitative considerations such as the ancillary nature of Cascade’s business in relation to FNF. Based on the nature of the sale and its relative insignificance to FNF, FNF determined it reasonable to record the proceeds from the sale as Operating revenue and the related costs as Other operating expense.

The FNF financial statements also disclosed the following in the notes to the audited financial statements of FNF as well as in the supplementary financial exhibit for FNFV Group (Exhibit 99.2) to FNF’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on February 23, 2016:

“On February 18, 2015, we closed the sale of substantially all of the assets of Cascade Timberlands, LLC (“Cascade”) which grows and sells timber and in which we owned a 70.2% interest, for $85 million less a replanting allowance of $1 million and an indemnity holdback of $1 million. The revenue from the sale was recorded in Escrow, title related and other fees and the cost of the land sold was in other operating expenses in the Consolidated Statement of Operations in the twelve months ended December 31, 2015. The effect of the sale on FNFV’s net earnings was income of approximately $12 million. There was no effect on net earnings attributable to FNFV Group common shareholders due to offsetting amounts attributable to noncontrolling interests.”

While not deemed significant to FNF, the sale of Cascade was deemed significant to the Company in light of its relative size as compared to the Company’s standalone financial condition and results of operations. While preparing the carve-out financial statements the Company re-evaluated the accounting for the transaction. The Company’s analysis included, among other things, whether the transaction should be presented as a discontinued operation and ultimately how the sale should be recognized in the financial statements. As a result of the Company’s analysis, the Company determined that the sale of the Cascade business did not meet the criteria of a discontinued operation under ASC 205-20 and the transaction should be reflected as a net gain within Realized gains and (losses), net on the Statement of Operations of the Company to reflect the substance of the transaction as the sale of a business.

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.

In response to the Staff’s comment, the disclosure has been revised on page 109 of Amendment No. 2.

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 and please provide us a breakdown of restaurant revenues by type.

The Company respectfully acknowledges the Staff’s comment and amends its original response to clarify that the revenue related to company-owned restaurants is material, but the revenue related to franchised restaurants is not material.

A breakdown of restaurant revenues by type for the years presented is as follows (dollars in millions):

3 Months Ended

Year Ended

Revenue Type:

3/31/2017

12/31/2016

12/31/2015

12/31/2014

Company-owned   restaurants

$

271.3

$

1,151.6

$

1,405.5

$

1,429.4

Franchise   revenue

$

1.4

$

6.0

$

6.8

$

6.8

Total   restaurant revenue

$

272.7

$

1,157.6

$

1,412.3

$

1,436.2

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.

The Company understands that the Staff may have further comments as it finalizes its review.

3

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or my colleague Sachin Kohli at (212) 310-8294.

Sincerely,

/s/ Michael J. Aiello

Michael J. Aiello

cc:                                Aamira Chaudhry

Staff Accountant

SEC

Claire Erlanger

Staff Accountant

SEC

Donald E. Field

Staff Attorney

SEC

Michael L. Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

Sachin Kohli

Weil, Gotshal & Manges LLP

4

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

CORRESP
1
filename1.htm

VIA EDGAR

767 Fifth   Avenue

New York,   NY 10153-0119

+1 212   310 8000 tel

+1 212   310 8007 fax

June 22, 2017

Michael J. Aiello

Michael.Aiello@weil.com

+1   212 310 8552

Anne Nguyen Parker

Assistant Director

Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7010

Re:                             Cannae Holdings, Inc.

Registration Statement on Form S-4

Filed May 11, 2017

File No. 333-217886

Dear Ms. Parker:

On behalf of Cannae Holdings, Inc. (“Cannae” or the “Company”), please find a response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated June 6, 2017 (the “Comment Letter”) with regard to the Registration Statement on Form S-4 (File No. 333-217886) filed by the Company on May 11, 2017 (the “Registration Statement”). The responses are based on information provided to us by the Company.

Set forth below in bold are the comments contained in the Staff’s comment letter pertaining to the Registration Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter.  In addition, the Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 1”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  The Company is also mailing to the Staff’s attention for its convenience a hard copy of this letter together with five copies of Amendment No. 1 marked to indicate changes to the Registration Statement that was filed on May 11, 2017.  Terms used and not defined herein, but defined in Amendment No. 1, have the meanings given to such terms in Amendment No. 1. All references to page numbers and captions correspond to the page numbers and corresponding captions in Amendment No. 1.

How You Can Find Additional Information

1.                                      Please revise the second paragraph to specify the date by which security holders must request documents.  Additionally, please highlight this statement by print type or otherwise. Refer to Item 2(2) of Form S-4.

The disclosure on the inside front prospectus cover page of Amendment No. 1 has been revised in accordance with the Staff’s comment.

Summary, page 4

2.                                      Please confirm that you will file the line of credit agreement with FNF once the terms have been finalized.

The Company acknowledges the Staff’s comment and confirms that it will file the line of credit agreement with Fidelity National Financial, Inc. (“FNF”) once the terms have been finalized.

Q:  Does the Split-Off create any conflicts of interest for Splitco’s management? page 9

3.                                      Please revise to identify the three executive officers who will also be employed by FNF or its subsidiaries.  Please also revise the related risk factor on page 40.

In response to the Staff’s comment, the disclosure has been revised on pages 9 and 34 of Amendment No. 1.

Q:  What are the reasons for the Split-Off?

4.                                      Please expand to explain why the Split-Off is expected to enhance FNF’s eligibility to be included in certain stock indices.

Standard & Poor’s generally does not allow for tracking stocks to be included in their stock market indices.  FNF was removed from the S&P Midcap 400 Index in July 2014 when both the FNF Group and the FNFV Group became tracking stocks.  With the split-off of the Company, FNF will revert back to having a single class of outstanding common stock and again be eligible for inclusion in S&P stock market indices, in particular the S&P 500 Index or the S&P Midcap 400 Index.  In response to the Staff’s comment, the disclosure has been revised on pages 9 and 43 of Amendment No. 1.

Material U.S. Federal Income Tax Consequences of the Split-Off, page 53

5.                                      Please confirm that Deloitte Tax will be providing a long-form tax opinion.

The Company acknowledges the Staff’s comment and confirms that Deloitte Tax will be providing a long-form tax opinion.

2

6.                                      We note your disclosure in the first paragraph that this “discussion is consistent with the tax opinion to be received from Deloitte Tax as to the principal U.S. federal income tax consequences of the Split-Off to U.S. holders of Splitco common stock.”  Investors are entitled to know of the material U.S. federal income tax consequences, rather than just “principal,” regarding the Split-Off.  Please revise accordingly. Refer to Section III.C.1 of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the disclosure has been revised on page 48 of Amendment No. 1.

7.                                      We note your disclosure in the fourth paragraph that this “summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor.”  Investors are entitled to rely on the opinions as expressed.  Please revise to remove this inappropriate limitation on reliance.  Refer to Section III.D.1 of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the disclosure has been revised on page 48 of Amendment No. 1.

Selected Unaudited Pro Forma Financial Data, page 60

8.                                      We note your disclosure that you have presented information giving effect to the announced sale of OneDigital which is expected to occur in the second quarter of 2017.  Please tell us and revise to disclose if you expect the sale of OneDigital to be accounted for as a discontinued operation.  If so, please revise your pro forma statement of operations data to reflect the effect of this discontinued operation on the three most recent fiscal years.

The Company expects the sale of OneDigital to be accounted for as a discontinued operation. In response to the Staff’s comment, the disclosure has been revised on pages 57, 58, 59 and 60 of Amendment No. 1 to reflect the effect of this discontinued operation on the three most recent fiscal years.

Summarized Pro Forma Statement of Operations Data, page 61

9.                                      We note from your disclosure in footnote (2) that nonrecurring charges, including estimated gain on the sale, transaction expenses, and related tax expense are not included in the pro forma adjustments above.  Please revise to disclose the expected amount of these items in this footnote, if material.

In response to the Staff’s comment, the disclosure has been revised on page 60 of Amendment No. 1 to include the expected amounts of material nonrecurring charges related to the sale of OneDigital.

Selected Unaudited Historical Attributed Financial Data of FNFV Group, Page 67

10.                               We note that you present selected financial data for SplitCo, FNF, and the FNFV Group. We also note that while the selected financial data for SplitCo is derived from the audited financial statements included in the filing, it is not clear how the data for FNFV Group is derived.  Please tell us and revise to disclose what makes this financial data “attributed” to FNFV Group as you have

3

disclosed, and explain how the amounts differ from the financial data of the Splitco presented on pages 62 & 63.

The financial data attributed to the FNFV Group is unaudited and is derived from the consolidated results of FNF, which is consistent with how FNF has presented the unaudited attributed financial information for the FNFV Group Tracking Stock in Exhibit 99.1 to FNF’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 27, 2017.

With respect to the information included in the “Summary Balance Sheet Data” table on page 66 of Amendment No. 1, material differences between the historical attributed financial information of FNFV Group and Splitco include the following:

As of March 31, 2017, (a) Splitco reflects an increase to cash and cash equivalents of $32.1 million related to a presentation of short term investments in money market instruments within cash and cash equivalents, (b) Splitco reflects a decrease to total assets of $47.8 million primarily related to a decrease to deferred tax assets in order to comply with the separate return method required for Splitco as a standalone entity and (c) Splitco reflects a decrease to total equity of $18.7 million primarily related to reductions to deferred tax assets and taxes payable primarily to comply with the separate return method required for Splitco of $36.8 million, net, offset by the forgiveness of its payable to FNF of $18.2 million.

As of December 31, 2016, (a) Splitco reflects a decrease to total assets of $49.2 million primarily related to a decrease to deferred tax assets in order to comply with the separate return method required for Splitco as a standalone entity and (b) Splitco reflects a decrease to total equity of $18.3 million primarily related to reductions to deferred tax assets and taxes payable primarily to comply with the separate return method required for Splitco of $34.2 million, net, offset by the forgiveness of its payable to FNF of $17.4 million.

As of December 31, 2015, (a) Splitco reflects an increase to cash and cash equivalents of $244.1 million related to a presentation of short term investments in money market instruments within cash and cash equivalents, (b) Splitco reflects a decrease to total assets of $41.9 million primarily related to a decrease to deferred tax assets in order to comply with the separate return method required for Splitco as a standalone entity and (c) Splitco reflects a decrease to total equity of $23.9 million primarily related to reductions to deferred tax assets and taxes payable primarily to comply with the separate return method required for Splitco of $34.2 million, net, offset by the forgiveness of its payable to FNF of $9.9 million.

As of December 31, 2014, (a) Splitco reflects an increase to cash and cash equivalents of $164.4 million related to a presentation of short term investments in money market instruments within cash and cash equivalents and (b) Splitco reflects a decrease to total equity of $28.8 million primarily related to increased deferred tax liabilities primarily to comply with the separate return method required for Splitco.

With respect to the information included in the “Summary Statement of Operations Data” table on page 67 of Amendment No. 1, material differences between the historical attributed financial information of FNFV Group and Splitco include the following:

4

For the year ended December 31, 2015, (a) Splitco reflects 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 and (b) Splitco reflects impairments of operating assets of $18.4 million in other operating expense rather than realized gains and (losses), net to comply with its classified income statement.

For the year ended December 31, 2014, (a) Splitco reflects tax expense based on the separate return method which resulted in an increase to income tax expense of $12.5 million and (b) Splitco reflects impairments of operating assets of $17.0 million in other operating expense rather than realized gains and (losses), net to comply with its classified income statement.

In response to the Staff’s comment, the disclosure has been revised on pages 66 and 67 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

11.                               We note from your disclosure beginning on page 108 that you will enter into certain agreements with FNF in connection with the split-off transaction, such as the Reorganization Agreement, Tax Matters Agreement, Corporate Services Agreement, and Registration Rights Agreement.  Please revise MD&A to disclose the nature and significant terms of each of these agreements to the extent that they are material, and to discuss the expected impact of these agreements on your financial condition and results of operations in future periods, as appropriate.

In response to the Staff’s comment, the disclosure has been revised on page 76 of Amendment No. 1 in the MD&A to include a cross reference to the disclosures beginning on page 115 of Amendment No. 1 describing the significant terms of the various agreements the Company will enter into with FNF in connection with the split-off transaction.  The Company does not expect these agreements will have a material impact on the Company’s financial condition and results of operations in future periods.

Critical Accounting Estimates, page 79

12.                               Please consider revising your Critical Accounting Estimates section to include a discussion of your accounting for your equity method investment in Ceridian, including the judgments and uncertainties involved, such as in evaluations of potential decrease in investment value.  In this regard, we note that your investment in Ceridian is a significant component of your total assets, and has been incurring losses over the last several years. We also note from your disclosure on page 79 that historically low interest rates continue to adversely affect this business and that Ceridian believes that and other factors listed may continue to significantly affect its results of operations.

In response to the Staff’s comment, the disclosure has been revised on page 79 of Amendment No. 1.

5

Results of Operations, page 81

13.                               We note your disclosure on page 82 that the net realized gain for the year ended December 31, 2016 includes a net realized gain of $15 million on the sale of your ownership interest in Stillwater Insurance.  Please explain to us, and revise to disclose more details about the nature of this investment and its sale.

Stillwater Insurance Group is a property and casualty insurance company specializing primarily in flood and personal lines of insurance in which the FNFV Group held a 15% ownership interest. In the second quarter of 2016, the FNFV Group sold its interest in which it had a book value of $21 million for $36 million resulting in a gain on sale of $15 million.

In response to the Staff’s comment, the disclosure has been revised on page 82 of Amendment No. 1.

Restaurant Group, page 83

14.                               Please revise to discuss the reasons for all significant changes in income statement line items within each segment.  For example, personnel costs and other operating costs decreased in 2016 as compared to 2015 but there is no discussion of the reason for this decrease.  Also, when there are several reasons for a change in an income statement line item, please quantify or otherwise describe the change so that it is clear how much of an impact is attributable to each factor.  For example, you disclose that revenues from the Restaurant Group decreased 18% in 2016 compared to 2015 primarily due to the distribution of J. Alexander’s on September 29, 2015, decreased same store sales primarily at O’Charley’s, and the sale of Max and Erma’s on January 25, 2016, but you do not quantify these changes or provide the actual cost figures necessary to put these changes in proper context.

In response to the Staff’s comment, the disclosure has been revised on page 83 of Amendment No. 1.

Liquidity and Capital Resources, page 85

15.                               Please revise your liquidity section in MD&A to provide a more detailed explanation for the change in working capital and consider including discussions of the three major statements of cas

Mail Stop 3561
June 6, 2017

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

Re: Cannae Holdings, Inc.
Registration Statement on Form S-4
Filed May 11, 2017
  File No. 333 -217886

Dear Mr. Bickett :

We have reviewed your 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.

How You Can Find Additional Information

1. Please revise  the second parag raph to specify the date by which security holders must
request documents.  Additionally, please highlight this statement by print type or
otherwise.  Refer to Item 2(2) of Form S -4.

Summary, page 4

2. Please confirm that you will file the line of credit ag reement with FNF  once the terms
have been finalized.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 2

Q:  Does the Split -Off create any conflicts of interest for Splitco’s management?, page 9

3. Please revise to identify the three executive officers who will also be employed by FNF
or its subsidiaries.   Please also revise the related risk factor on page 40.

Q:  What are  the reasons for the Split -Off?

4. Please expand to explain why the Split -Off is expected to enhance FNF's eligibility to be
included in certain stock indices.

Material U.S. Federal Income Tax Consequences of the Split -Off, page 53

5. Please confirm that Deloitte Tax will be providing a long -form tax opinion.

6. We note your disclosure in the first paragraph that this “discussion is consistent with the
tax opinion to be received from Delo itte Tax as to the principal U.S. federal income tax
consequences of the Split -Off to U.S. holders of Splitco common stock.”  Investors  are
entitled to know of the material U.S. federal income tax consequences, rather than just
“principal,” regarding the S plit-Off.  Please revise accordingly.  Refer to Section III.C.1
of Staff Legal Bulletin No. 19.

7. We note your disclosure in the fourth paragraph that this “ summary is not intended to be,
nor should it be construed to be, legal or tax advice to any particul ar investor.”   Investors
are entitled to rely on the opinions as expressed.  Please revise to remove this
inappropriate limitation on reliance.  Refer to Section III .D.1 of Staff Legal Bulletin No.
19.

Selected Unaudited Pro Forma Financial Data, page 60

8. We note your disclosure that you have presented information giving effect to the
announced sale of OneDigital which is expected to occur in the second quarter of 2017.
Please tell us and revise to disclose if you expect the sale of OneDigital to be accou nted
for as a discontinued operation.  If so, please revise your pro forma statement of
operations data to reflect the effect of this discontinued operation on the t hree most recent
fiscal y ears.

Summarized Pro Forma Statement of Operations Data, page 61

9. We note from your disclosure in footnote (2) that nonrecurring charges, including
estimated gain on the sale, transaction expenses, and related tax expense are not included
in the pro forma adjustments above.  Please revise to disclose the expected amount  of
these items in this footnote, if material.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 3

Selected Unaudited Historical Attributed Financial Data of FNFV Group, Page 67

10. We note that you present selected financial data for SplitCo , FNF, and the FNFV Group.
We also note that while the selected financial data for Spli tCo is derived from the audited
financial statements included in the filing, it is not clear how the data for FNFV Group is
derived.  Please tell us and revise to discl ose what makes this financial data “attributed”
to FNFV Group as you have disclosed, and explain how the amounts differ from the
financial data of the Spli tco presented on pages 62 & 63.

Management’s Discussion and Analysis of Financial Condition and Resu lts of Operations

General

11. We note from your disclosure beginning on page 108 that you will enter into certain
agreements with  FNF in connection with the split -off transaction, such as the
Reorganization Agreement, Tax Matters Agreement, Corporate Service s Agreement, and
Registration Rights Agreement.  Please revise MD&A to disclose the nature and
significant terms of each of these agreements to the extent that they are material, and to
discuss the expected impact of these agreements on your financial cond ition and results
of operations in future periods, as appropriate.

Critical Accounting Estimates, page 79

12. Please consider revising your Critical Accounting Estimates section to include a
discussion of your accounting for your equity method investment in Ceridian, including
the judgments and uncertainties involved, such as in evaluations of potential decrease in
investment value.  In this regard, we note that your investment in Ceridian is a significant
component of your total assets, and has been incurrin g losses over the last several years.
We also note from your disclosure on page 79 that historically low interest rates continue
to adversely affect this business and that Ceridian believes that and other factors listed
may continue to significantly aff ect its results of operations.

Results of Operations, page 81

13. We note your disclosure on page 82 that the net realized gain for the year ended
December 31, 2016 includes a net realized gain of $15 million on the sale of your
ownership interest in Stillwate r Insurance.  Please explain to us, and revise to disclose
more details about the nature of  this investment and its sale.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 4

Restaurant Group, page 83

14. Please revise to discuss the reasons for all significant changes in income statement line
items withi n each segment.  For example, personnel costs and other operating costs
decreased in 2016 as compared to 2015 but there is no discussion of the reason for this
decrease.  Also, when there are several reasons for a change in an income statement line
item, p lease quantify or otherwise describe the change so that it is clear how much of an
impact is attributable to each factor.  For example, you disclose that revenues from the
Restaurant Group decreased 18% in 2016 compared to 2015 primarily due to the
distrib ution of J. Alexander’s on September 29, 2015, decreased same store sales
primarily at O’Charley’s, and the sale of Max and Erma’s on January 25, 2016, but you
do not quantify these changes or provide the actual cost figures necessary to put th ese
changes in proper context.

Liquidity and Capital Resources, page 85

15. Please revise your liquidity section in MD& A to provide a more detailed explanation for
the change in working capital and consider including discussions of the three major
statements of cash flow captions (i.e., operating activities, investing activities and
financing activities) for the three year  period for which you present financial statements.
This discussion should not merely restate information that is obvious from reviewing the
financial statements.  For example, you explain that the increase in cash provided by
operations of $49.2 million from 2016 to 2015 is primarily attributable to lower payments
for income taxes of $49.6 million, however , you do not provide any other discussion on
your changes in cash flows from investing or financing activities.  Your revised
discussion should also dis close historical financing arrangements and their importance to
cash flows, including the effects, if any of the recent amendment to the ABRH Credit
Facility.  Refer to Item 303 of Regulation S -K and the SEC Interpretive Release No. 33 -
8350 dated December 19, 2003 for further guidance.

Contractual Obligations, page 86

16. We note that your purchase obligations are primarily food and beverage obligations with
fixed commitments in regards to the time period of the contract and the quantities
purchased with annu al price adjustments that can fluctuate.  Please tell us how you
consider agreements with minimum quantities and/or approximate delivery terms.  Refer
to Item 303(a)(5) of Regulation S -K.

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 5

Executive Compensation, page 97

Executive Officers of Splitco , page 97

17. Please advise if any of your initial executive officers will have employment agreements
with the company.  If so, please summarize here and file as exhibits.

Investment Success Incentive Program, page 102

18. Please revise to discuss this incentiv e program in greater detail.  In this regard, please
revise to clarify if your initial executive officers are participants in this program.  If so,
please disclose their allocated percentages of any  incentive pool  and any potential
payments with respect to  the OneDigital transaction .

Audited Financial Statements of Fidelity National Financial Ventures Operations

Index to Financial Statements, Page F -1

19. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of
Regulation S -X at the effective date of the registration statement.

Note A. Business and Summary of Significant Accounting Policies: Revenue Recognition, page
F-15

20. We n ote your disclosure in Note A that restaurant revenue on the Combined Statements
of Operations consists of restaurant sales, bakery operations, and to a lesser extent,
franchise revenue and other revenue.  We also note your disclosure as to how you
recogni ze initial franchise fees and royalties generated by franchisee sales.  If material,
please disclose revenue and costs related to company -owned restaurants separately from
fees and royalties earned from franchisee owned restaurants under ASC 952 -605-45.
Also, if material, please revise your statements of operations to separate initial franchise
fees from other franchise fee revenue.  Also, if there are significant changes in franchisor
owned outlets or franchised outlets during the period, please include d isclosur es required
by ASC 952 -605-50.

Note Q. Segment Information, page F -43

21. We note that you present your investment in Ceridian as a separate reportable segment.
However, it appears that in your disclosure in Note Q, you are disclosing amounts related
to Ceridian that are not included in the FNFV financial statements.  For example, you
disclose the revenue of Ceridian which is not included in the revenue presented in

Brent B. Bickett
Cannae Holdings, Inc.
June 6, 2017
Page 6

FNFV’s financial statements.  In order to clarify your disclosure, please r evise so that
only amounts recorded in FNFV’s financial statements related to Ceridian (i.e. share of
income/loss in associated companies and investment assets) are presented in the segment
disclosure.  Please revise accor dingly.

Ceridian Holding LLC F inancial Statements

Report of Independent Registered Public Accounting Firm, page F -51

22. We note that your auditors report related to the 2016 financial statements of Ceridian,
states that your auditors conducted the audit “in accordance with the auditing sta ndards of
the Public Company Accounting Oversight Board (United States) and in accordance with
auditing standards generally accepted in the United States of America.”  If true, please
ask your auditors to revise their audit report to state that their audit  was conducted in
accordance with “the standards of the Public Company Accounting Oversight Board
(United States),” as required by the PCAOB Auditing Standard No. 1, since the standards
of the PCAOB include not only auditing, but other types of standards.  Please amend
your filing accordingly.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

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