Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Cannae Holdings, Inc.proformafinancialinformati.htm





United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 16, 2018
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
1-38300
(Commission File Number)
Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
 
82-1273460
(IRS Employer Identification Number)
1701 Village Center Circle
Las Vegas, Nevada 89134
(Addresses of Principal Executive Offices)
(702) 323-7330
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



 







Item 2.01.
 
Completion of Acquisition or Disposition of Assets

On November 16, 2018, Cannae Holdings, LLC, a Delaware limited liability company and a subsidiary of Cannae Holdings, Inc. (the “Company”) completed the sale of 4,396,694 shares of common stock of Ceridian HCM Holding Inc. (“Ceridian”) as part of an underwritten secondary public offering by certain stockholders of Ceridian at a public offering price of $36.00 per share. In connection with the sale, the Company received $34.695 per share (after the applicable underwriter discount) for aggregate proceeds of $152,543,298.     

The unaudited pro forma condensed financial information of the Company for the year ended December 31, 2017 and the nine months ended September 30, 2018 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.
 
Financial Statements and Exhibits

(d) Exhibits







SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
Cannae Holdings, Inc.
 
 
Date:
November 16, 2018
By:  
/s/ Michael L. Gravelle
 
 
 
 
Name:  
Michael L. Gravelle
 
 
 
 
Title:  
Executive Vice President, General Counsel, and Corporate Secretary