Core Viewpoint - Egan-Jones Ratings Company, along with ISS and Glass Lewis, recommends Cannae shareholders vote for Carronade's nominees due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2][3]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) steadily declining since 2021, underperforming peers and the broader market [3]. - Earnings have sharply deteriorated, indicating the current Board and management's inability to generate sustainable shareholder value [3]. Misaligned Capital Allocation - Cannae's acquisitions and equity investments since 2017 have largely failed to create meaningful value, benefiting Mr. Foley and affiliates instead [3]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, while Mr. Foley personally profited from these investments [4]. Lack of Credible Shareholder Distribution Plan - Proceeds from major asset sales, such as Dun & Bradstreet, have not been returned to shareholders, and there is no clear framework for distribution [3]. - Previous proceeds funded Mr. Foley's failed SPACs, undermining investor confidence and contributing to a discount to net asset value (NAV) estimated at over 30% [3]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [3]. - The entanglements between Mr. Foley, the directors, and the companies receiving capital from Cannae highlight a lack of confidence in management's ability to generate value [3].

Core Viewpoint - Egan-Jones, along with ISS and Glass Lewis, recommends Cannae shareholders elect all four nominees from Carronade Capital due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) that has steadily declined since 2021, underperforming both peers and the broader market [2][7]. - Earnings have deteriorated sharply, indicating the current Board and management's inability to generate sustainable shareholder value [2]. Misaligned Capital Allocation - Most of Cannae's acquisitions and equity investments since 2017 have failed to create meaningful value, while the management has personally benefited from these investments [2][7]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, with the long-time executive Mr. Foley benefiting personally from these structures [7]. Lack of Credible Shareholder Distribution Plan - Proceeds from major asset sales, such as Dun & Bradstreet, have not been returned to shareholders, and there is no clear framework for distribution [2][7]. - Previous proceeds funded Mr. Foley's failed SPACs, undermining investor confidence and contributing to a discount to net asset value (NAV) estimated at over 30% [2][7]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [2]. - The entanglements between Mr. Foley, the directors, and the companies receiving capital from Cannae highlight a lack of confidence in management's ability to generate value [2][7].

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) highlights Cannae Holdings' poor total shareholder return (TSR) and operating performance, emphasizing the need for independent voices on the board to restore effective oversight and governance [1][4][5] Group 1: Recommendations and Voting - ISS and Glass Lewis recommend shareholders vote "FOR" Carronade's nominees: Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Chérie Schaible, while urging to "WITHHOLD" votes on Cannae's nominees [2][5] - Carronade Capital, a significant shareholder, owns approximately 3.2 million shares of Cannae and supports the election of its nominees to enhance board independence [2][3] Group 2: Governance Issues - The board's lack of independence from Bill Foley is identified as a major factor contributing to Cannae's underperformance, with three of the four targeted directors having clear ties to Foley [4][5] - ISS notes that the board has maintained governance policies that disenfranchise shareholders and has only acted to rectify issues under activist pressure [4][5] Group 3: Performance and Strategic Concerns - Cannae's TSR has deteriorated since late 2017, with negative performance compared to peers, and recent strategic transformations have not been well-received by the market [4][5] - The company's net asset value (NAV) per share has declined over 30% from the first sum-of-the-parts (SOTP) disclosure, reflecting deeper issues within the board's independence and decision-making [5][8]

Core Viewpoint - Glass Lewis recommends Cannae shareholders to vote "FOR" Carronade's nominees and "WITHHOLD" on Cannae's nominees, highlighting the need for board-level change due to poor investor returns and governance issues [1][2][3] Summary by Sections Board-Level Change - Glass Lewis supports the election of Carronade's nominees, stating it would lead to increased accountability, enhanced transparency, and improved corporate governance at Cannae [2] - Carronade's nominees are recognized for their experience and expertise necessary for Cannae's turnaround [2] Governance and Performance Issues - Cannae has a history of poor value creation, persistent trading discounts, and questionable capital allocation, attributed to governance issues and misaligned incentives [3] - The influence of Bill Foley is seen as detrimental, with concerns over the board's ability to prioritize investor interests and address long-standing deficiencies [3] - Cannae's external management agreement resulted in a 21.4% loss for investors from August 2019 to February 2024, contrasting sharply with peer performance [3] Shareholder Recommendations - Shareholders are urged to vote for Carronade's nominees and withhold votes for Cannae's nominees by December 11, 2025 [4] - Carronade Capital emphasizes the importance of following Glass Lewis's recommendations to ensure the election of its nominees [4] Additional Information - Carronade Capital has filed a definitive proxy statement with the SEC for the election of its director nominees at Cannae's 2025 Annual Meeting [10]

Core Viewpoint - Carronade Capital criticizes Cannae Holdings' board governance, highlighting chronic underperformance and urging shareholders to vote for its nominees in the upcoming annual meeting [1][2]. Group 1: Governance and Performance Issues - Cannae's board is deemed unfit to diagnose its own underperformance, with the stock down 29% following the last three quarterly earnings calls, indicating a failure in oversight [5]. - Shareholders have experienced a 60% loss over the past five years, with a 50% decline in NAV per share, while management and directors have collectively earned over $650 million since inception [5]. - Governance failures have led to significant shareholder value destruction, with the board taking credit for changes only after facing pressure from shareholders [5]. Group 2: Nominee Qualifications and Performance Comparison - Cannae's claims about Carronade's nominees' qualifications are described as misrepresentations, reflecting the board's entrenched position [5]. - Cannae has consistently underperformed compared to its peers, with all directors up for election showing poor track records, including returns of -148% for Ms. Meinhardt, Mr. Stallings, and Mr. Willey, and -112% for Mr. Moullet over the last five years [5]. Group 3: Voting and Proxy Information - Carronade encourages Cannae shareholders to vote "FOR" its four nominees on the GOLD proxy card before the deadline of December 11, 2025 [3]. - Additional information regarding the proxy solicitation and how to vote can be found on ImproveCannae.com [3][10].

Core Points - Cannae Holdings, Inc. is urging shareholders to vote in the upcoming 2025 Annual Meeting of Shareholders scheduled for December 12, 2025 [1] - Shareholders of record as of October 30, 2025, will be eligible to vote at the Annual Meeting [1] - The company recommends voting "FOR" its four director nominees, highlighting their qualifications [1]

Core Insights - Cannae Holdings, Inc. reported a quarterly loss of $1.06 per share, significantly worse than the Zacks Consensus Estimate of a loss of $0.31, marking an earnings surprise of -241.94% [1] - The company generated revenues of $106.9 million for the quarter ended September 2025, slightly exceeding the Zacks Consensus Estimate by 0.38%, but down from $113.9 million a year ago [2] - Cannae shares have declined approximately 12.6% year-to-date, contrasting with the S&P 500's gain of 14.4% [3] Earnings Outlook - The future performance of Cannae's stock will largely depend on management's commentary during the earnings call and the subsequent revisions of earnings estimates [3][4] - The current consensus EPS estimate for the upcoming quarter is -$0.30 on revenues of $102.5 million, and for the current fiscal year, it is -$6.36 on revenues of $422.4 million [7] Industry Context - The Financial - Investment Management industry, to which Cannae belongs, is currently ranked in the top 28% of over 250 Zacks industries, indicating a favorable outlook compared to lower-ranked industries [8] - The correlation between near-term stock movements and earnings estimate revisions suggests that tracking these revisions can provide insights into stock performance [5]

Financial Data and Key Metrics Changes - Cannae's operating revenue for Q3 2025 was $107 million, down $7 million from $114 million in Q3 2024, driven by reduced guest counts and fewer restaurant locations [16] - Total operating expenses decreased by $12 million to $120 million in Q3 2025, with reductions attributed to restaurant group location and operating cost reductions [16][17] - Net recognized gains were $8 million in Q3 2025, down $15 million from the prior year, reflecting lower mark-to-market gains on Paysafe [17] Business Line Data and Key Metrics Changes - Cannae's equity and losses of unconsolidated affiliates were $57 million in Q3 2025, compared to $25 million in Q3 2024, driven by Alight's goodwill impairment and record player trading profits at Black Knight Football [17] - Alight reported total revenue of $533 million in Q3 2025, down 4% year over year, but adjusted EBITDA and free cash flow improved significantly [13][14][15] Market Data and Key Metrics Changes - The restaurant segment saw reduced guest counts and 10 fewer locations, primarily affecting the O'Charley's brand, while the 99 brand maintained flat or slightly down same-store revenues [16] Company Strategy and Development Direction - Cannae is focused on executing its strategic plan initiated in February 2024, which includes optimizing investment strategy, capital allocation, and managing its portfolio for long-term value creation [4][5] - The company has transitioned its portfolio from 70% public investments to 20% public investments, emphasizing proprietary private investments expected to generate outsized returns [5][10] - Future capital allocation will concentrate on sports and sports-related assets, leveraging networks to find opportunities in the sports ecosystem [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic plan's execution and the progress made, highlighting the importance of transitioning to proprietary investments [4][10] - The company remains optimistic about the sports sector evolving into an institutional asset class, with a focus on improving cash flows and generating investor returns [9] Other Important Information - Cannae has returned over $500 million to shareholders since the strategic plan announcement, representing 35% of shares outstanding at that time [10] - The company plans to sell certain non-core assets to take advantage of expiring tax benefits, potentially generating up to $55 million in cash tax refunds [6] Q&A Session Summary Question: Potential tax benefits and investment monetizations - Management indicated that tax assets refer to historical gains where losses could be utilized for tax refunds, focusing on realizing unrealized losses for this purpose [20][21] Question: Criteria for monetizing investments - Management confirmed that the focus would be on realizing unrealized losses and monitoring the broader portfolio for less strategic assets [22] Question: Investments in SpaceX and Brisada Resorts - Management clarified that these investments are not new and may be considered for monetization as part of the strategic review [23][24] Question: AI risks in fintech and software investments - Management acknowledged the growing importance of AI and stated that portfolio companies are leveraging AI to improve efficiency and revenue without being made obsolete [25][26] Question: Divesting non-core assets and capital returns - Management emphasized a balanced approach to returning capital to shareholders while considering new investments, maintaining a consistent dividend [30][32] Question: Update on AFC Bournemouth stadium renovation - Management provided an update on the stadium renovation, indicating that the first phase is expected to be completed by the start of the 2026-2027 season, with significant improvements planned [33][34]

Financial Performance - Restaurant revenue for Q3 2025 was $94.6 million, down 7.3% from $102.1 million in Q3 2024[130] - Total operating revenues decreased to $106.9 million in Q3 2025 from $113.9 million in Q3 2024, a decline of 6.1%[130] - Operating loss for Q3 2025 was $13.2 million, an improvement from a loss of $18.1 million in Q3 2024[130] - Net loss attributable to Cannae Holdings, Inc. common shareholders was $68.4 million in Q3 2025, compared to a loss of $13.6 million in Q3 2024[130] - Pre-tax loss before equity in losses of unconsolidated affiliates decreased by $9.4 million, or 324.1%, in Q3 2025 compared to Q3 2024[138] - Total revenues for the Restaurant Group segment decreased by $7.5 million, or 7.3%, in the three months ended September 30, 2025, primarily due to a decline in comparable store sales[147] - Total revenues for the Restaurant Group segment decreased by $20.6 million, or 6.5%, in the nine months ended September 30, 2025, mainly due to a decline in comparable store sales[149] - Pre-tax earnings before income taxes increased by $44.8 million, or 22.0%, in the nine months ended September 30, 2025, compared to the same period in 2024[142] Investment and Impairment - The company recorded an impairment of $59.1 million on its investment in Alight as of June 30, 2025, due to a significant decline in fair value[125] - As of September 30, 2025, the book value of the investment in Alight was $147.4 million, with a fair value of $132.0 million[126] - Equity in losses of unconsolidated affiliates totaled $(57.5) million for the three months ended September 30, 2025, compared to $(25.3) million in 2024, primarily driven by Alight's goodwill impairment of $1,338 million[140] - Equity in losses of Alight for the nine months ended September 30, 2025, was $(155.1) million, significantly impacted by a goodwill impairment of $2,321 million[145] Tax and Deferred Assets - The company has a net deferred tax asset of $50.4 million as of September 30, 2025, primarily due to temporary differences related to investments[128] - A valuation allowance of $99.0 million was recorded on the company's federal NOL carryforwards and certain deferred taxes[128] - Income tax benefit was $3.8 million for the three months ended September 30, 2025, compared to $6.4 million in 2024, with an effective tax rate of 58.5% in 2025 versus (220.7)% in 2024[139] - The effective tax rate for the nine months ended September 30, 2025, was (9.2)%, compared to (7.0)% in 2024, influenced by equity in losses of unconsolidated affiliates[144] Cash Flow and Dividends - Cash flows from investing activities increased to $493.8 million for the nine months ended September 30, 2025, up from $307.1 million in 2024, primarily due to the sale of the remaining interest in D&B for $629.8 million[176] - Cash flows used in operations decreased to $34.1 million for the nine months ended September 30, 2025, from $78.1 million in 2024, mainly due to tax refunds and lower operating expenses[175] - The company had cash and cash equivalents of $233.8 million as of September 30, 2025, with $225.8 million held by the corporate holding company[171] - The company declared a cash dividend of $0.15 per share on November 4, 2025, payable on December 31, 2025[170] Stock Repurchase - The company repurchased 2,295,463 shares of common stock for approximately $42.1 million during the nine months ended September 30, 2025, averaging $18.33 per share[183] - The company authorized a stock repurchase program allowing the repurchase of up to 10.0 million shares of common stock[184] - During Q3 2025, the company repurchased 6,212,998 shares for approximately $120.4 million, averaging $19.38 per share[185] - For the nine months ended September 30, 2025, the total shares repurchased amounted to 9,705,074 for about $189.8 million, averaging $19.56 per share[185] - From October 1, 2025, to November 7, 2025, an additional 294,926 shares were repurchased for approximately $5.4 million, averaging $18.21 per share[185] - Since the start of the 2022 Repurchase Program, a total of 10,000,000 shares have been repurchased for approximately $195.2 million, averaging $19.52 per share[185] - As of November 7, 2025, there are no shares available for repurchase under the 2023 Repurchase Program[185] - The company authorized a new stock repurchase program on March 24, 2025, allowing for the repurchase of up to 10.0 million shares[186] - As of September 30, 2025, no purchases had been made under the 2025 Repurchase Program, leaving 10.0 million shares available for repurchase[186] - From October 1, 2025, to November 7, 2025, the company repurchased 2,003,608 shares for approximately $36.9 million, averaging $18.38 per share under the 2025 Repurchase Program[186] - As of the date of the Quarterly Report, there are 7,996,392 shares available for repurchase under the 2025 Repurchase Program[187]

Shareholder Returns - Cannae purchased $163 million of its stock since the start of the third quarter, representing 8.6 million shares at a 31% discount to NAV[12] - Year to date November 10th, Cannae has purchased $275 million, or 14.4 million shares, representing 22.9% of its shares outstanding at the prior year-end[12] - Cannae has returned over $1 billion to shareholders since May 2021 through share buybacks, representing over 50% of its outstanding shares[12] - Cannae received $630 million in cash proceeds from the sale of Dun & Bradstreet, with $424 million used for share repurchases, margin loan repayment, and dividends[12] - The company expects to total $30 million in dividends for 2025, having paid $23 million so far[12] Financial Performance - Alight reported total revenue of $533 million for the quarter ended September 30, 2025, compared to $555 million for the prior year quarter, reflecting a decrease of 4%[22] - Alight recognized a non-cash impairment of goodwill of $1.3 billion, leading to a net loss from continuing operations of $1,055 million for the quarter[19] - Adjusted EBITDA for Alight improved to $138 million, a 17% increase from $118 million in the prior year third quarter[23] - For Q3 2025, total operating revenues decreased to $106.9 million from $113.9 million in Q3 2024, a decline of 6.1%[37] - The net loss attributable to Cannae Holdings, Inc. common shareholders for Q3 2025 was $68.4 million, compared to $13.6 million in Q3 2024[37] - Year-to-date total operating revenues for 2025 were $320.3 million, down from $342.6 million in 2024, reflecting a decrease of 6.5%[38] - The net loss attributable to Cannae Holdings, Inc. common shareholders for the first nine months of 2025 was $420.2 million, compared to $258.5 million in the same period of 2024[38] - Net loss from continuing operations for Q3 2025 was $1,055 million, compared to a loss of $44 million in Q3 2024[47] - Adjusted EBITDA from continuing operations for Q3 2025 was $138 million, up from $118 million in Q3 2024, resulting in an adjusted EBITDA margin of 25.9%, compared to 21.3% in the prior year[47][48] - Revenue for Q3 2025 was $533 million, a decrease from $555 million in Q3 2024[47] - Free cash flow from continuing operations for the nine months ended September 30, 2025, was $151 million, compared to $104 million for the same period in 2024[49] - Cash provided by operating activities for continuing operations was $236 million for the nine months ended September 30, 2025, compared to $75 million in 2024[49] - The company incurred $4 million in transaction and integration expenses related to acquisition and divestiture activities in Q3 2025[48] - The company reported a gain of $1,338 million from other activities, including impairment, in the reconciliation of net loss to adjusted EBITDA[47] Asset and Liability Management - As of September 30, 2025, total assets decreased to $1,514.3 million from $2,228.9 million at the end of 2024, a reduction of 32%[39] - Current liabilities decreased to $130.6 million from $146.5 million at the end of 2024, indicating improved short-term financial health[39] Interest and Expenses - Interest expense for Q3 2025 was $24 million, compared to $19 million in Q3 2024[47] - Depreciation and amortization expenses were $103 million in Q3 2025, slightly up from $97 million in Q3 2024[47] Investments - Cannae has invested $249 million in Black Knight Football, representing approximately 45% ownership interest[36] - The company recognizes its proportionate share of Black Knight Football Club's net earnings or loss in its consolidated results, reported on a three-month lag[51][52] Management Guidance - Alight's management lowered its previous guidance for 2025, projecting revenue in the range of $2.25 billion to $2.28 billion[25] Sports Team Performance - FC Lorient secured 8 new players this summer, with 5 of them under the age of 22, aligning with the strategy of developing young talent[31] - Moreirense FC, acquired by BKFC, is positioned in the Primeira Liga, known for its strong domestic talent and no limit on non-EU players, enhancing market opportunities[32] - After 11 matches, Moreirense FC is in 6th place in the Primeira Liga with 6 wins, no draws, and 5 losses[33]