Investor Presentation Spring 2018 Safe Harbor
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Investor Presentation Spring 2018 Safe Harbor This presentation contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries. This presentation should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-Q, 10-K and other filings with the Securities and Exchange Commission. CANNAE HOLDINGS, LLC 2 Formation of Cannae Formerly NYSE:FNF Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae”) was Currently trades formerly known as Fidelity National Financial Ventures as a standalone public company and traded as a tracking stock under the ticker symbol post-Cannae NYSE:FNFV split-off • In June 2014, Fidelity National Financial (NYSE:FNF) created the FNF Group and Fidelity National Financial Ventures tracking stocks to separate FNF’s core title insurance and real estate businesses from its non-core portfolio company investments NYSE:CNNE Fidelity Split-off into standalone FNF National public company Currently Group Financial On 11/20/17, Cannae completed its split-off from FNF Ventures and began trading as a standalone public company NYSE:FNF NYSE:FNFV • FNF became a pure-play title insurance and real Was formerly a Was formerly a estate business and also began trading as a publicly traded publicly traded standalone public company tracking stock tracking stock CANNAE HOLDINGS, LLC 3 Company Overview About Cannae Management Related Companies Cannae is a diversified holding company with investments in human capital management technology, restaurants, technology enabled healthcare services, financial services, real estate and more Valuation Fidelity National Fidelity National Black Financial Knight 3/31/18 portfolio book value of approximately Information Services $1.1 billion or $14.95 per share, including NYSE: FNF NYSE: FIS NYSE: BKI approximately $104M of holding company cash The nation’s leading The world’s largest The leading provider of provider of title insurance financial technology technology and data & and transaction services to processing company analytics solutions to the Management the real estate and mortgage industry mortgage industries Cannae’s management, led by William P. Foley II, has a strong track record of value creation and has successfully grown three major public companies: Fidelity National Financial, Fidelity National Information Services, and Black Knight CANNAE HOLDINGS, LLC 4 Management Overview WILLIAM P. FOLEY II BRENT B. BICKETT RICHARD L. COX MICHAEL L. GRAVELLE DAVID DUCOMMUN Chairman President EVP, Chief Financial Officer EVP, General Counsel & SVP, Mergers & Acquisitions Corporate Secretary • Over 32 years of • Executive VP, Corporate • Executive VP, Finance of • Executive VP, General • Senior VP, Mergers & experience as a director Strategy of FNF FNF Counsel and Corporate Acquisitions of FNF and executive officer of Secretary of FNF FNF • Served as Executive VP, • Served as Senior VP and • Served as a Director in the Corporate Finance of FIS Chief Tax Officer of FNF • Executive VP, General investment banking division • Served as a director of FIS from 2003-2012 from 2012-2014, and as VP Counsel and Corporate of Bank of America prior to from 2006 to 2016 of Corporate Tax from Secretary of Black Knight joining FNF • Managing Director in the 2000-2012 since 2014 • Served as Executive investment banking division Chairman of Black Knight of Bear Stearns prior to • Served as Senior Tax • Served as Senior VP, since 2014 joining FNF in 1999 Manager at Deloitte prior to General Counsel and joining FNF Corporate Secretary of a • Co-founder of CF Corp., a subsidiary of FNF prior to blank-check company now joining FNF in 2003 known as FGL Holdings, that acquired Fidelity & Guaranty Life in November 2017 CANNAE HOLDINGS, LLC 5 Management Track Record 5-year Market Cap Growth of Companies Led by William P. Foley II 11/20/17 FNF completed the split-off of FNFV (now $57 billion $60 1/2/14 6/30/14 5/26/15 CNNE) LPS acquired by FNF FNF distributed the FNF completed the and reorganized into FNFV tracking stock IPO of BKFS (now Black Knight Financial (now CNNE common BKI) 10/2/17 Services (“BKFS”) (now stock) to FNF $50 FNF distributed its BKI) along with certain shareholders 83.3M shares of BKFS FNF technology offerings to FNF shareholders ($B) $40 $21 billion $30 $20 Combined MarketCombinedCap $10 $-- Jun-2013 Sep-2013 Dec-2013 Mar-2014 Jun-2014 Sep-2014 Dec-2014 Mar-2015 Jun-2015 Sep-2015 Dec-2015 Mar-2016 Jun-2016 Sep-2016 Dec-2016 Mar-2017 Jun-2017 Sep-2017 Dec-2017 Mar-2018 Jun-2018 (2) (1) Source: Public company filings as of 6/12/18. Note: Market cap based on quarterly weighted average diluted shares outstanding for each company. Assumes previous quarter’s weighted average diluted shares outstanding for the current unreported quarter. Does not include dividends. (1) Market cap excludes value of shares held by FNF prior to spin-off from FNF on 10/2/17. (2) Includes Remy and J. Alexander’s. Remy was acquired by Borg Warner for $29.50 per share in November 2015, implying an equity value of over $900 million. CANNAE HOLDINGS, LLC 6 Cannae Shareholder Value Creation Growth of One Share Of Cannae Since Inception 6/12/18 $36.00 $32.58 December 31, 2014 September 29, 2015 +97% Growth Cannae completes the spin-off of Cannae completes the spin-off of J. $33.00 Remy. Cannae shareholders Alexander’s. Cannae shareholders received 0.17879 shares of Remy received 0.17272 shares of JAX per $30.00 per share of Cannae share of Cannae. $27.00 November 10, 2015 $24.00 Remy acquired by BorgWarner for $29.50 per share in cash(1) $21.00 7/1/14 $16.54 $18.00 $15.00 $12.00 $9.00 $6.00 $3.00 $0.00 Note: Assumes shares of Remy and J. Alexander’s continued to be held after spin-off from Cannae. Market data as of 6/12/18. (1) Assumes proceeds from sale of Remy are reinvested into Cannae stock. CANNAE HOLDINGS, LLC 7 Significant Monetization Initiatives • Completed the spinoff of Remy to Cannae shareholders on 12/31/14 • Ceridian (NYSE:CDAY) completed its initial public • Cannae shareholders received 0.17879 shares of Remy per share of offering on 4/30/18 at $22.00 per share Cannae • Book value of $391M as of 3/31/18 • 16.6M Remy shares were included in the distribution, worth • Cannae currently owns 37.1M CDAY shares worth approximately $332M based on the closing stock price of $19.98 on approximately $1.4B based on the closing stock price 1/2/15 of $37.62 per share on 6/12/18 • Remy was acquired by BorgWarner on 11/10/15 for $29.50 per share in cash • Ceridian’s Comdata payments business was sold to FleetCor • Cannae sold One Digital to New Mountain Capital in Technologies (NYSE:FLT) in November 2014 for $3.45 billion in cash June 2017 for $560M in an all-cash transaction, and FLT common stock representing a 4.6x cash-on-cash return and a 41% • Cannae recorded a pre-tax gain of $495M on the sale IRR • Cannae indirectly received approximately 2.4M shares of FLT common • Grew equity value from ~$75M to ~$400M over a 4.5 stock through its ownership in Ceridian year hold period — Cannae’s share of cumulative gross proceeds from the subsequent • Realized a pre-tax gain of $276M on the sale sales of FLT common stock was approximately $364M, representing a $7.6M pre-tax gain • Completed the spinoff of J. Alexanders (NYSE:JAX) • In March 2015, Cannae repurchased $185M of Cannae (FNFV) to Cannae shareholders on 9/29/15 Dutch Auction common stock, comprised of 12.3M shares at $15 per share Tender / Share • Since formation of the FNFV tracking stock in June 2014, nearly 28M • Cannae shareholders received 0.17272 shares of shares have been repurchased, representing ~31% of the total shares JAX per share of Cannae Repurchase originally issued to FNF shareholders • 13.1M JAX shares were included in the distribution, worth approximately $128M based on the closing • Cannae completed a leveraged recapitalization in August 2014 that stock price of $9.73 on 9/29/15 facilitated a $75M dividend, of which Cannae’s share was $40M CANNAE HOLDINGS, LLC 8 Current Portfolio Company Investments INVESTMENT YEAR 3/31/18 BOOK INVESTMENT COMPANY OVERVIEW SUMMARY INVESTED VALUE ($M) Own 37.1M shares worth Provides global human capital management and payroll software to approximately $1.4B as 2007 $391 organizations of all sizes of 6/12/18 Leading provider of clinical documentation and coding solutions to Own substantially all hospital-based and free-standing emergency departments and 2017 $209 outstanding equity urgent care facilities Food services company operating four family and casual dining brands including O’Charley’s, 99 Restaurant & Pub, Village Inn and 55% equity ownership(1) 2009 $229 Bakers Square; also operates Legendary Baking, a provider of pies and premium desserts Various equity and debt Other Includes TripleTree, Colt, real estate and other investments Various $126 investments Holding Company Cash $104 Total Cannae Book Value: $1,059 Source: Public company filings.