Cannae Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated February 14, 2019, covers events occurring on February 8, 2019. Cannae Holdings, Inc. (the "Company") reports the completion of a previously announced acquisition of The Dun & Bradstreet Corporation ("Dun & Bradstreet" or "DNB"). The transaction was executed in partnership with an investment consortium including CC Capital Partners LLC, Bilcar LLC, Black Knight, Inc., and funds affiliated with Thomas H. Lee Partners, L.P.
Key Financial Metrics and Transaction Details
- Acquisition Price: $145.00 in cash per share of DNB common stock.
- Company Investment: Cannae funded and retained a $505.6 million investment in Star Parent, L.P. (the parent of Dun & Bradstreet).
- Original Commitment: The investment represents a portion of a previously disclosed $900.0 million commitment, with the remainder syndicated to other investors.
- Ownership Stake: Upon closing, Cannae received limited partner interests in Star Parent representing approximately 24.5% of the outstanding common equity, along with equity interests in the general partner.
- Financial Statements: Specific financial statements of the acquired business and pro forma financial information are not included in this filing; they are scheduled to be filed by amendment within 71 calendar days.
Material Changes
The primary material change is the successful closing of the Dun & Bradstreet Acquisition. Dun & Bradstreet, described as a global leader in commercial data and analytics, is now a subsidiary of Star Parent, in which Cannae holds a significant equity stake. The transaction structure involves a merger where Merger Sub merged with and into Dun & Bradstreet, with Dun & Bradstreet continuing as the surviving company.
Outlook, Risks, and Unusual Items
The filing does not provide specific forward-looking guidance, management commentary on future performance, or a detailed risk assessment beyond the standard disclosure of the acquisition completion. The filing notes that detailed financial data regarding the acquired business will be provided in a future amendment. No unusual items or contingencies were disclosed in this specific report.
Key Facts for Investor Verification
- Verify the final closing date of February 8, 2019, and the cash consideration of $145.00 per share.
- Confirm the exact equity percentage (approx. 24.5%) and the structure of the investment in Star Parent and its general partner.
- Monitor the upcoming filing (within 71 days) for the required financial statements of the acquired business and pro forma financial information.
- Review the syndication details to understand the capital structure of the consortium beyond Cannae's $505.6 million contribution.