INVESTOR PRESENTATION
December 2020
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 and changes in conditions resulting from the outbreak of a pandemic such as the novel coronavirus COVID-19("COVID-19"); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; 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; risks associated with our Split-Off from FNF, including limitations on our strategic and operating flexibility related to the tax-free nature of the Split-Off and the Investment Company Act of 1940; risks related to our Externalization; the ultimate outcome of any possible transaction between us and CoreLogic, including uncertainties as to whether CoreLogic will cooperate with us regarding a proposed acquisition of CoreLogic; the ultimate result of the proxy contest initiated by Senator and Cannae for election of directors to CoreLogic's board of directors; our ability to consummate a proposed acquisition of CoreLogic; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2019 and other filings with the SEC.
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.
Many statements and case studies contained herein relate to (i) Fidelity National Financial, Inc. ("FNF"), (ii) Fidelity National Information Services, Inc. ("FIS"), or (iii) Black Knight, Inc. ("BKI"). An investment in Cannae is not an investment in FNF, FIS or BKI. The historical stock price performance of FNF, FIS, or BKI are not necessarily indicative of future
performance of Cannae.
Past stock price performance and rate of return of common stock of Cannae may not be indicative of future performance.
Investor Presentation Fall 2020 | 2 |
CANNAE IS AN ATTRACTIVE INVESTMENT OPPORTUNITY
Cannae Overview
- Cannae Holdings Inc. ("Cannae" or the "Company") is an externally managed diversified holding company led by William P. Foley, II ("Bill Foley" or "Foley")
- Cannae leverages Foley's 30+ year track record of operating and investing in world class businesses and delivering significant shareholder value
- Foley has led the creation of ~$148B of shareholder value across multiple public company platforms over his career (1)
- Cannae follows Foley's investment philosophy and established playbook to maximize returns on investments
- Cannae has built an attractive portfolio of investments in leading companies with significant upside potential
- Cannae focuses on investing in profitable and growing technology enabled businesses in compelling industries
- The Company is externally managed by Trasimene Capital Management
Select Current Investments (2)
COMPANY | INITIAL YEAR | OWNERSHIP | BOOK VALUE |
INVESTED | AS OF 9/30/2020 | AS OF 9/30/20 | |
2007 | ~16M shares (3) | $1,096M | |
2019 | ~76M shares | $681M | |
2019 | ~6M shares | $391M (4) | |
2020 | ~20% ownership interest | $285M | |
2020 | ~20% equity ownership | $118M | |
Strong Returns Since Inception
+ 196% (5)
+ 112% (6)
+ 71% (6)
Cannae | S&P 500 | Russell 2000 |
One share of Cannae is up ~196% since inception in 2014 (5)
Source: Public company filings and market data as of 12/07/20.
- See page 6 for further details.
- See page 18 for further details.
- As of 9/30/2020 Cannae owned ~16.1M shares of CDAY. On 11/9/2020 Cannae sold ~2.1M shares of CDAY. Following the sale, Cannae now owns ~14M shares of CDAY.
- Consists of Cannae's direct holdings of CLGX and indirect holdings through venture with Senator Investment Group
(5) | Return analysis from 7/1/2014 - 12/7/2020. Assumes shares of Remy and J. Alexander's continued to be held after spin-off from Cannae. See page 12 for further details. | Investor Presentation Fall 2020 | 3 |
(6) | Bloomberg data, return analysis from 7/1/2014 - 11/6/2020 inclusive of dividends reinvested in the index. |
KEY INVESTMENT HIGHLIGHTS
1 | Led by William P. Foley, II |
A preeminent operator and deal maker with a long proven track record of shareholder value creation |
2 | Unique Investment Philosophy & Playbook |
Utilizes Foley's investment philosophy and value creation playbook built over 30+ years and hundreds of strategic acquisitions | |
3 | Differentiated Access to Proprietary Investments |
Leverages differentiated sourcing capabilities and long-term relationships to identify and execute proprietary transactions | |
4 | Proven Ability to Generate Excess Returns |
Cannae has generated an ~18% CAGR since inception in 2014 (1) versus ~13% for the S&P 500 and ~9% for the Russell 2000 (2) | |
5 | Attractive Portfolio with Significant Embedded Upside |
Significant value creation opportunities within existing portfolio and potential new investment opportunities | |
Source: Public company filings and market data as of 12/07/20.
(1) Cannae return analysis from 7/1/2014 - 12/7/2020. Assumes shares of Remy and J. Alexander's continued to be held after spin-off from Cannae. See page 12 for further details.Investor Presentation Fall 2020 4
(2) S&P and Russell returns from Bloomberg data, return analysis from 7/1/2014 - 12/7/2020 inclusive of dividends reinvested in the index.
CANNAE IS LED BY WILLIAM P. FOLEY, II
William P. Foley, II
Best-In-Class Manager
-
Bill Foley is responsible for the growth of ~$148B in publicly traded companies to date including Fidelity National Information Services ("FIS"), Fidelity National Financial ("FNF"), Black Knight, Inc. ("BKI"), Ceridian ("CDAY"), Dun &
Bradstreet ("D&B" or "DNB") and Cannae (1) - Through his career, Foley has developed a value creation framework to identify and execute investments and drive value for shareholders
- Foley has consistently accelerated growth and improved operating margins as well as executed strategic M&A and exceeded cost reduction targets on acquisitions
- Foley recently led the acquisition of Dun & Bradstreet in February 2019 as well as the subsequent IPO of Dun & Bradstreet in June 2020; Foley is the Chairman of the board of directors for Dun & Bradstreet
-
Foley is also the Majority Owner, Chairman, CEO and Governor of the National
Hockey League's 31st franchise, the Vegas Golden Knights
Source: Public company filings and market data as of 12/07/20.
- See page 6 for further details
- Achievement on-going.
- Synergy projection and realization data provided by FNF.
Strong Track Record Delivering Value…
$93.4B | |||
$13.8 | $14.3 | ||
$10.7B | $11.4 | ||
$2.5B | $1.6B | $2.9B | $2.1B |
$3M | |||
1984 LBO Current Mkt 2006 Spin- Current Mkt 2015 IPO Current Mkt 2018 IPO Current Mkt 2019 LBO Current Mkt
Cap Off CapCapCapCap
…And Overachieving Targeted Savings
Acquiror | Target | Acquisition date | Forecast savings | % of target achieved | ||||
Cannae | D&B | Feb-2019 | $200M | 113% (2) | ||||
FNF | LPS | Jan-2014 | $150M | 208% | ||||
FIS | Metavante | Apr-2009 | $260M | 115% | ||||
FNF | Land America | Dec-2008 | $150M | 177% | ||||
FIS | eFunds | Sep-2007 | $65M | 134% | ||||
FIS | Cartegy | Feb-2006 | $50M | 100% | ||||
Intercept (3) | Dec-2004 | $25M | 131% | |||||
FNF | ||||||||
FNF | Aurum (3) | Mar-2004 | $15M | 115% | ||||
FNF | Chicago Title (3) | Mar-2000 | $90M | 147% | ||||
Average: | 137% | |||||||
Investor Presentation Fall 2020 | 5 |
DECADES OF VALUE CREATION IN PUBLIC MARKETS
5-year Market Cap Growth of Companies Led by William P. Foley, II
Combined Market Cap ($B)
12/7/20 | ||||||||||||||
$160 | 7/31/19 | 06/30/20 | $148B | |||||||||||
11/20/17 | 04/26/18 | FIS completed Worldpay | Cannae completed | |||||||||||
FNF completed the | Cannae completed | merger for ~$43B in a | Dun & Bradstreet IPO | |||||||||||
90%/10% stock/cash | ||||||||||||||
$140 | split-off of FNFV | Ceridian IPO | ||||||||||||
transaction | ||||||||||||||
(now CNNE) | ||||||||||||||
$120 | 10/2/17 | |||||||||||||
FNF distributed its | ||||||||||||||
83.3M shares of BKFS to | ||||||||||||||
$100 | FNF shareholders | |||||||||||||
$80 | ||||||||||||||
$60 | ||||||||||||||
$40 | $33B | |||||||||||||
$20 | ||||||||||||||
$-- | ||||||||||||||
Nov-2015May-2016Dec-2016Jul-2017Jan-2018Aug-2018Mar-2019Sep-2019Apr-2020Nov-2020
(1) | (2) | |
Source: | Public company filings and market data as of 12/07/20. | ||
Note: | Market cap based on quarterly weighted average diluted shares outstanding for each company. Does not include dividends. | Investor Presentation Fall 2020 | 6 |
(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. |
FOLEY'S ESTABLISHED VALUE CREATION PLAYBOOK
Foley Playbook Was Created at FNF
Metric driven management
Industry consolidation and enhancing execution
Recruitment of
C-Suite talent
Diversification, streamlining, and continued growth
Proven Results
- In 1984, Foley acquired FNF for $3M when it was ranked 48th in the country among title insurance companies and had revenue of $6M (1)
- First to bring performance metric driven managementto the title insurance industry
- Focused on operating profit optimization across economic cycles
- A track record of consolidation, while also creating highly efficient, market leading companies
- Acquired Chicago Title Insurance Company, creating the nation's largest title insurer
- Hundreds of acquisitions since initial acquisition
- Industry leading title marginsover multi-decade economic cycles
- Mr. Foley recruited and mentored future industry leaders and all executive officers
- Includes FNF's current Chief Executive Officer Raymond Quirk and Chief Operating Officer Roger Jewkes
- Continued growth with additional strategic acquisitionssuch as:
- Diversified investmentsincluding:
- FNF is now the nation's largesttitle insurance and settlement services company
- #1 market sharein the residential purchase, refinance, and commercial markets (2)
- FNF average pre-taxtitle margins of ~14% over the last decadecompared to competitor average margins of ~8%during the same period (2)
Foley Playbook
Identify Value Enhancements
- Cost savings
- Strategy shifts
- Elimination of siloed organizational structures
-
Product expansion
Exploit Full Operating Tool Kit - Pricing
- Sales force efficiency / cross-selling
- Marketing optimization
World Class Talent
- Executive team
- Alignment of interests
- Clear goals for management
- Board of Directors
Invest for Growth
- New products
- New markets
Acquisitions
- Add-onacquisitions
- Transformative transactions
Foley's value creation playbook was created and first implemented at FNF, where it has been driving consistent outperformance for 30+ years
Source: Public company filings and market data as of 12/7/20.
(1) | Revenue and ranking as of 1981. From Fidelity National Title Insurance Company website. | Investor Presentation Fall 2020 | 7 |
(2) | FNF margins and rankings data from the FNF Fall 2020 Investor Update Presentation. Title margin averages include every year from 2010 - 2020 YTD. | ||
PLAYBOOK SUCCESSFUL ACROSS NUMEROUS INVESTMENTS
• | Global human capital management ("HCM") software | • | Global provider of business decision data, analytics, and | • | A premier provider of high-performance software, data | |||
provider with $14.3B of market capitalization | insights | and analytics for mortgage and home equity lending and | ||||||
• | Continues to expand internationally with launch of | • | Expanding analytical applications with strategic | servicing | ||||
Company | global payroll for UK, Australia, and Ireland in 2019 | acquisitions - 3 tuck-ins in the last 12 months | • | Expanded and scaled with selective M&A | ||||
Overview | ||||||||
• | Acquired Dayforce, a SaaS cloud software company in | • | Brought in strategic and capital partners to execute the | • | Re-acquired Lender Processing Services ("LPS") in 2014 | |||
2012 | ~$7B Enterprise Value / ~$2B Equity Value acquisition of D&B | for $4.2B | ||||||
• | Sold Comdata to FleetCor Technologies in 2014 for total | • | Led strategic direction in Executive Chairman role | • | Branded the technology, data, and analytics business as BKI | |||
Bill Foley | pre-tax gains of ~$500M | • | Executed IPO above the expected range in June 2020 at a | • | Replaced the entire senior leadership team and brought in | |||
• | Executed IPO in 2018 at a ~$3B equity valuation | ~$9B equity valuation | Thomas H. Lee | |||||
Playbook | • | Successfully monetized in both follow-on and block | • | In its first day of trading following the IPO, DNB stock closed | • | Took the company public in 2015 | ||
trades post-IPO | up ~15% | |||||||
• | Streamlined the management, which was critical to | • | Recruited a new management team to accelerate strategic | • | Reorganized the company and refocused management on | |||
business model shift from a service bureau model to a | transformation | growth | ||||||
SaaS model | • | Helped identify efficiencies and optimization measures - | • | Drove $300M of cost savings through optimization | ||||
• | Expanded EBITDA margins by ~800 bps since | achieved ~$225M in cost savings so far | • | Expanded EBITDA margins by over 1,000 bps | ||||
Transformation and | acquisition (1) | • | Realigned organization to increase effectiveness and | • | Equity value has increased substantially from ~$2B at 2015 | |||
• | Revenue growth accelerated from ~2% to 11%+ | accountability | IPO to current market cap of ~$13.8B | |||||
Achievement of | ||||||||
• | Equity value has increased substantially from ~$3B at | • | Optimized go-to market strategy to incentivize cross-selling | |||||
Synergies | ||||||||
2018 IPO to current market cap of ~$14.3B | and long-term contracts | |||||||
• | Equity value has increased substantially from ~$2B at 2018 | |||||||
LBO to current market cap of ~$11.4B | ||||||||
Source: Public company filings and market data as of 12/07/20. | Investor Presentation Fall 2020 | 8 | ||||||
(1) | Includes only the Human Resources Solutions segment at the time of acquisition. | |||||||
TRACK RECORD OF SUCCESSFUL INVESTMENT IN TIMES OF DISRUPTION
Date | Acquirer | Target | Commentary |
January 2014
October 2009
December 2008
November 2007
September 2007
August 2007
- Took advantage of misdirected strategy and fallout from robo-signing litigation to acquire LPS
- Carved out the MSP business into what became Black Knight
- Has delivered a greater than 7x return for investors
- Created world's largest provider of banking and payments technology
- ~$4.5 billion transaction
- Created the largest title insurer in the United States
- ~$235 million acquisition
- Entered into human resources outsourcing industry
- ~$5.3 billion acquisition with THL / 33% ownership stake for FNF
- Strengthened FIS' competitive position in electronic processing and risk management services
- ~$1.8 billion acquisition
- Provided FNF with complete ownership and control of vital assets
- ~$100 million acquisition
Represents Foley investments in previous economic disruptions or investments in companies under severe stress
Source: Company press releases, filings, and other publicly available information as of 12/07/2020. | Investor Presentation Fall 2020 | 9 |
FOLEY FOCUSES ON RECURRING INVESTMENT THEMES
Compellingindustry
dynamics
Significant Market Share
- Largest title insurer in the
United States
- Leading provider of software, data
and analytics
• Major provider of technology solutions in financial markets
- Global provider of business decision
data and analytics
- Leading human capital management
company
Sustainablegrowth
opportunities
Essential Utilities
- Critical infrastructure and mission-critical solutions
- Deeply embedded into clients' systems
- Provides connecting tissue in their ecosystems
- Strong software, intellectual property and trade secrets
- Market leaders
High recurringcash flow with
long-term contracts
Unseen Potential for Growth
- Bill Foley focuses on long-term revenue growth and profitability opportunities
- Has achieved industry leading title
margins over multi-decade economic cycles
- Improved adjusted operating
margins by 1,000 bps and re-ignited revenue growth
Investor Presentation Fall 2020 10
DIFFERENTIATED RELATIONSHIPS WITH CAPITAL PARTNERS AND BUSINESS LEADERS DRIVE INVESTMENT SOURCING
Family Offices | Sovereign Wealth Funds | |
Sovereign Wealth Funds | ||
Capital | Public markets | |
Partners | ||
Leading Institutional Investors | ||
Randy Quirk (CEO) | Gary Norcross: current | Anthony Jabbour / Kirk | Current CEO Chris Blunt | Recruited leaders from BKI | Recruited David Ossip as | ||
Roger Jewkes (COO): via | CEO, from ALLTEL | Larsen / | (recruited from NY Life) | management - Jabbour, | part of Dayforce acquisition | ||
acquisition | Bryan Hipsher: | Hipsher, Coop to lead D&B | to lead turn-around & | ||||
acquisition of Western Title | |||||||
Frank Martire: Former | re-recruited from FIS | Recruited Steve Daffron | replace former CEO | ||||
in 1988 | |||||||
Business | | Mike Nolan (President): | CEO from Metavante | from Motive Partners | |||
Leaders | acquisition | (founded by former FIS | |||||
via acquisition of Chicago | |||||||
Developed | Kirk Larsen: former | executives) | |||||
Title in 2000 | |||||||
treasurer (via Metavante | |||||||
acquisition) | |||||||
Anthony Jabbour | |||||||
(recruited into FIS) |
William P. Foley II has a long and successful track record of partnering with different capital pools and bringing in and developing successful business leaders
Investor Presentation Fall 2020 11
CANNAE STOCK IS OUTPERFORMING MARKET BENCHMARKS
Growth of One Share of Cannae Since Inception
Cannae shareholders have realized an ~18% CAGR since 7/1/2014 accounting for all spin-offs and distributions (1)
$16.54
JUL 2014
December 31, 2014
Cannae completes the spin-off of Remy. Cannae shareholders received 0.17879 shares of Remy per share of Cannae
Cannae vs. S&P 500 vs. Russell 2000
07/01/2014 - 12/07/2020
September 29, 2015
Cannae completes the spin-off of J. Alexander's. Cannae shareholders received 0.17272 shares of JAX
per share of Cannae (2)
November 10, 2015
Remy acquired by BorgWarner for $29.50 per share in cash (3)
CNNE:
+ 196%
S&P 500:
+ 112% (4)
Russell 2000:
+ 71% (4)
12/7/20
$48.95
+196% Growth
~18% CAGR
DEC 2020
STOCK PRICE | PROCEEDS FROM SALE |
Note: Assumes shares of Remy and J. Alexander's continued to be held after spin-off from Cannae. Market data as of 12/7/2020. Past stock performance may not be indicative of future stock performance.
- Calculated using a starting price of $16.54 on 7/1/14 for FNFV tracking stock and an ending price of $45.79 on 12/7/20.
- Proceeds from the 9/29/15 spin-off of J. Alexander's are calculated by taking the 0.17272 JAX shares received by Cannae shareholders per share of Cannae, multiplied by the JAX share price.
- Proceeds from the 11/10/15 sale of of Remy to Borg Warner are held constant at $5.27 per Cannae share. The $5.27 value represents the per share purchase price of $29.50 multiplied by 0.17879, which represents the Remy shares received by Cannae shareholders per Cannae share in connection with the spinoff of Remy.
- S&P and Russell returns from Bloomberg data, return analysis from 7/1/2014 - 12/7/2020 inclusive of dividends reinvested in the index.
Investor Presentation Fall 2020 12
PRO FORMA ILLUSTRATIVE VALUE PER CANNAE SHARE BY INVESTMENT
= Cost Basis in Investments
= Mark to Public Market Value Adjustments (9)
D&B, CDAY, BFT, CLGX, WPF & TREB are Public - shown at Market Value (inclusive of promote shares and warrants where applicable)
less taxes & incentive payments | $4.32 | $0.91 | |||
$1.42 | |||||
$7.29 | $1.90 | ||||
$2.90 | |||||
$12.96 | $5.39 | |
$11.89 | ||
$17.31 | ||
$9.39 | $1.07 |
$7.92
$2.12 | $49.35 | |||||
$1.29 | ~17% Discount | |||||
$3.15 | ||||||
$42.37 | ||||||
Optimal Blue and AmeriLife are private - shown at cost
DNB (1) | CDAY (2) | BFT (3) | CLGX/SFS (4) | WPF/TREB (5) | Optimal Blue (6) | AmeriLife (7) | Other Investments / Net | Intrinsic Value Per | Current Share Price |
Cash (8) | Share | (12/7/20) |
Significant value embedded in existing portfolio…without any upside from existing private investments or new proprietary investments
Note: Based on Cannae's holdings as of 9/30/2020. Per share amounts based on ~91.7M Cannae shares outstanding as of 9/30/2020. Amounts shown are net of allocable taxes.
- Based on the Company's ~76.6M shares of DNB held as of 9/30/2020.
- Based on the Company's ~16.1M shares of CDAY as of 9/30/2020 net of ISIP liability. Does not reflect the sale of ~2.1M shares on 11/9/2020.
- Based on the Company's shares and warrants held.
- Based on the Company's ~5.8M shares of CLGX held indirectly as of 9/30/2020. Does not reflect any sales of shares subsequent to 09/30/2020.
- Represents combined net investment gain as of 12/7/2020.
- Based on cost of investment made mid-September 2020.
- Based on cost of investment.
- Primarily represents CorooHealth, Real Estate Development, Triple Tree, Colt and QOMPLX all at cost.
- Public fair value marks based on market prices as of 12/07/2020.
Investor Presentation Fall 2020 13
CANNAE'S SPAC INVESTMENT OPPORTUNITY
Overview of Cannae's SPAC Investments
- Cannae investors have the unique opportunity to participate in SPACs led by Bill Foley and receive both shares of the SPAC as well as shares of the sponsor promote
-
Cannae has committed $375M for SPAC investments via three Forward
Purchase Agreements ("FPAs") - In addition to the FPAs, Cannae also received direct economic interest - ranging from ~15% to ~20% - in the sponsor promote for each SPAC
- Participation in the sponsor promote effectively lowers Cannae's implied per share cost basis below the IPO share price of $10 (2)
STOCK | EFFECTIVE | ECONOMIC | FORWARD | SIZE OF | |
SPAC | INTEREST IN | PURCHASE | TARGET | ||
TICKER | DATE | ||||
SPONSORS | COMMITMENT | RANGE | |||
Trebia | TREB | 06/16/2020 | ~15% | $75M | $1.5B - $2.5B |
FTAC | WPF | 05/26/2020 | ~20% | $150M | $3.5B - $8.0B |
FTAC II | BFT | 08/18/2020 | ~15% | $150M | $6.5B - $11.0B |
Total: | $375M | ||||
BFT Upside from Founder Shares
Excludes additional potential upside from redeemable warrants received
Cost Basis (2) | Illustrative Upside at Various Hypothetical Share Prices (3) | |
~120% | ||
$10.00 | ~100% | |
Includes PIPE | $9.11 | |
~65% | ||
$7.77 | ~50% | ||
Promote & FPA only | |||
~10% | |||
0% | |||
Cost Basis | @ $10 Per Share | @ $15 Per Share | @ $20 Per Share |
Cannae | SPAC IPO |
Source: Public company filings and market data as of 12/07/20.
- Number of shares and warrants received is pursuant to the terms of each agreement.
(2) | Cannae's FTAC II per share cost basis is implied based on total capital committed divided by number of shares received. Includes Promote, FPA, and PIPE commitments. | Investor Presentation Fall 2020 | 14 |
(3) | For illustrative purposes only. | ||
CANNAE PROVIDES ACCESS TO FUTURE FOLEY OPPORTUNITIES
Opportunity to Invest in the Next Dun & Bradstreet
- In February 2019, Cannae and Bill Foley led an investor group in the $7.2B Enterprise Value / $2.1B Equity Value take-private of Dun & Bradstreet (1)
- Cannae initially invested $505.6M in DNB for ~20% fully diluted ownership and Foley became the Chairman of the Board and led the strategy around the investment
- Cannae has since made two additional investments in DNB, one for M&A and another at time of DNB's IPO in June 2020
- Currently, Cannae's total investment in DNB is $726.1M (2)
- Upon making the investment, Foley employed his value creation strategy to leverage DNB's best-in- class assets, improve margins through costs saving initiatives, execute accretive M&A, and increase revenue growth through reorganizing the management structure
DNB Investment Returns to Date
Illustrative Cannae investment returns to date based on DNB stock price of $27.00 as of 12/07/2020 (4)
Cost of Invested | Current FMV of | Implied MOIC | Implied Return | |||
Capital (2) | Investment | |||||
$726.1M | ~$2.1B | ~3.5x | ~245% | |||
Cannae Participation in the LBO Results in Significant Outperformance versus IPO Investors (4)
$27.00
• To date, Foley has accelerated revenue growth, realized $225M in synergies and improved EBITDA | $22.00 |
margins by ~700bps since the take-private(3)
• On June 30, 2020, DNB announced the pricing of its initial public offering of 78,302,272 shares of | $9.48 (2) |
common stock at an initial public offering price of $22.00 per share (the "IPO") | |
- On July 6, 2020, DNB closed its IPO of 90,047,612 shares of common stock, which includes the | $7.81 (5) |
full exercise of the overallotment option of 11,745,340 shares of common stock
- On its first day of trading on the New York Stock Exchange, DNB stock closed at a price of | Cannae's DNB Cost Basis | DNB IPO Price | Current DNB Share Price |
$25.35 per share, ~15% above the IPO price of $22.00 per share | June 2020 | December 2020 | |
Source: Public company filings and market data as of 12/07/20. | + 245% | + 23% | |
- Enterprise Value inclusive of transaction fees and expenses. Equity Value represents sponsor equity.
- Represents Cannae's Cost of Invested Capital / Tax Basis.
- Achievement of synergies ongoing. Margin expansion based on comparing LTM annual EBITDA margins as of Q1 2020 and Q1 2019.
(4) | Returns are hypothetical / for illustrative purposes. Based on Cannae's total current cost of invested capital in DNB as of 9/30/2020. | Investor Presentation Fall 2020 | 15 |
(5) | Represents Cannae's average price paid per share on DNB shares held prior to the IPO. |
Appendix
MANAGEMENT OVERVIEW
WILLIAM P. FOLEY II
Chairman
- Over 32 years of experience as a director and executive officer of FNF
- Served as a director of FIS from 2006 to 2016
- Served as Executive Chairman of BKI since 2014 and as Chairman since 2019
- Blank-checkcompany co- founder of CF Corp. (acquired Fidelity & Guaranty Life in 2017) and Trebia Acquisition Corp. and founder of Foley Trasimene Acquisition Corp. and Foley Trasimene Acquisition Corp. II
RICHARD N. MASSEY
Chief Executive Officer
- Most recently partner of Westrock Capital Partners and Bear State Advisors
- Served as Chief Strategy Officer of Alltel Corporation from 2006-2009
- Served as investment banking managing director of Stephens Inc. from 2000-2006
- Serves as director of Dun & Bradstreet, FNF, and Foley Trasimene Acquisition Corp.
- Chief Executive Officer of Foley Trasimene Acquisition Corp II
BRYAN D. COY
Chief Financial Officer
- CFO of Black Knight Sports and Entertainment - the Vegas Golden Knights, the Henderson Silver Knights, and the related arenas - since 2017
- CFO of Foley Trasimene Acquisition Corp. and Foley Trasimene Acquisition Corp. II
- Served as Chief Accounting Officer at Interblock Gaming from 2015-2017
- Served as CFO of Aruze Gaming America from 2010-2015
- Served in various senior finance positions at Fontainebleau Resorts, Shuffle Master, Sunterra, and eSchool Solutions from 2000-2010
- Previously served as Manager at Deloitte from 1993-2000
DAVID W. DUCOMMUN
Executive Vice President,
Corporate Finance
- Executive VP, Corporate Finance for Foley Trasimene Acquisition Corp. and Foley Trasimene Acquisition Corp. II
- Served as Senior VP, Mergers & Acquisitions of FNF from 2011 - 2019
- Served as a Director in the investment banking division of Bank of America prior to joining FNF
MICHAEL L. GRAVELLE
EVP, General Counsel &
Corporate Secretary
- Executive VP, General Counsel and Corporate Secretary of FNF since 2010
- Executive VP, General Counsel of BKI since 2014
- Executive VP, General Counsel and Corporate Secretary for Foley Trasimene Acquisition Corp. and Foley Trasimene Acquisition Corp. II
Investor Presentation Fall 2020 17
BOOK VALUE OF CURRENT PORTFOLIO COMPANY INVESTMENTS AS OF SEPTEMBER 30, 2020
INVESTMENT | COMPANY OVERVIEW | INVESTMENT SUMMARY | INITIAL YEAR | BOOK VALUE (1) | |
INVESTED | |||||
Provides global human capital management and payroll software to | Cannae owns ~16.1M shares, representing an ownership stake | 2007 | $1,096M | ||
organizations of all sizes | of approximately 11% (2) | ||||
Leading provider of commercial data, analytics and insight on businesses | Cannae owns ~76.6M shares, representing an ownership stake | 2019 | $681M | ||
worldwide | of approximately 18% | ||||
Leading global property information, analytics and data-enabled solutions | Consists of Cannae's direct holdings of CLGX and indirect | 2019 | $391M | ||
provider to the real estate industry | holdings through venture with Senator Investment Group | ||||
Cannae has a 20% ownership interest in the newly formed | |||||
Leading provider of secondary market solutions and actionable data services | combined entity, which consists of Optimal Blue and Black | 2020 | $285M | ||
Knight's Compass Analytics business | |||||
AmeriLife is a national leader in the development, marketing and distribution of | Cannae has approximately 20% equity ownership | 2020 | $118M | ||
life and health insurance, annuities and retirement-planning solutions. | |||||
Consists of four family and casual dining brands including O'Charley's, Ninety | Cannae has approximately 88.5% ownership in Ninety Nine, | ||||
Restaurant Group | Nine Restaurant & Pub, Village Inn and Bakers Square; also includes Legendary | 2009 | $103M | ||
65.4% ownership in the other brands | |||||
Baking, a provider of pies and premium desserts | |||||
Other | Includes: CorroHealth (f/k/a Coding Solutions), TripleTree, Colt, QOMPLX, real | Various equity and debt investments | Various | $235M | |
estate and other investments | |||||
Holding Company Cash | $351M | ||||
Holding Company Debt | $0 | ||||
Total: | $3,260M | ||||
Source: Public company filings and company management as of 12/07/2020. | |||||
(1) | Book values of the company's investments adjusted for tax allocations, AOCI, and stock compensation as of 9/30/2020. | Investor Presentation Fall 2020 | 18 | ||
(2) | As of 9/30/2020 Cannae owned ~16.1M shares of CDAY. On 11/9/2020 Cannae sold ~2.1M shares of CDAY. Following the sale, Cannae now owns ~14M shares of CDAY. |
CERIDIAN
Company Overview
- Ceridian provides human capital management ("HCM") software to companies around the world
- Dayforce is the company's flagship cloud HCM platform, which provides human resources, payroll, benefits, workforce management, and talent management functionality to 4,704 live customer accounts (1)
Investment Overview (1)
- Ceridian's value proposition and the flexibility of cloud-based solutions is more relevant than ever in the COVID environment, as evidenced the growth of Dayforce products, which ended the quarter with another double- digit increase in customer live on the platform
- That customer growth translated to a nearly 10% rise in Dayforce revenue (1)
- Powerpay is the company's cloud HCM solution designed primarily for small market Canadian customers with fewer than 20 employees
CDAY Stock Price Performance Since IPO
- On 11/9/2020 Cannae sold ~2.1M shares of Ceridian at a price of $93.00 per share
- Following the sale, Cannae now owns ~14M shares of CDAY, representing approximately 9.5% of Ceridian (2)
$100 | 12/7/20: | Three Months Ended, September 30, | ||||||||||||
$96.53 | ||||||||||||||
$80 | ($ in millions) (3) | 2019 | 2020 | |||||||||||
$60 | Total Revenue | $202.3 | $204.4 | |||||||||||
$22.00 | Net Income / (Loss) (4) | $62.7 | ($0.8) | |||||||||||
$40 | December | Adj. EBITDA | $46.4 | $33.2 | ||||||||||
% Margin | ||||||||||||||
$20 | April 2018 | 2020 | 22.9% | 16.2% | ||||||||||
Source: Public company filings and market data as of 12/07/20. | ||||||||||||||
4/26/18 | 8/26/18 | 4/26/20 | 8/26/20 | |||||||||||
12/26/18 | 4/26/19 | 8/26/19 | 12/26/19 | |||||||||||
(1) According to Ceridian quarterly earnings report for the period ended 9/30/2020. | ||||||||||||||
(2) As of 9/30/2020 Cannae owned ~16.1M shares of CDAY. On 11/9/2020 Cannae sold ~2.1M shares of CDAY. Following the sale, Cannae now owns ~14M shares of CDAY. | Investor Presentation Fall 2020 | 19 | ||||||||||||
(3) See page 29 for Reg G reconciliation. |
- Net income for 3Q 2019 included a one-time tax benefit of $65.8M related to the release of our valuation allowance.
DUN & BRADSTREET
Company Overview
- Dun & Bradstreet is a leading provider of commercial data, analytics and insight on businesses worldwide
- D&B operates through two customer solution sets:
- Risk Management Solutions, which provides solutions that help customers mitigate credit, operational, and regulatory risks
- Sales & Marketing Solutions, which help clients increase revenue from new and existing customers by identifying target customers, updating data on current and potential customers, and allocating advertising budgets to reach target audiences
- Global commercial database contains over 300 million business records
DNB Stock Price Performance Since IPO
$30 | |||
10/07/20 | |||
$28 | Announcement of Bisnode | ||
Acquisition | |||
12/7/20: | |||
$26 | $27.00 | ||
$22.00 | |||
$24 | July | December | |
$22 | 2020 | 2020 | |
7/1/20 | 7/15/20 | Source: Public company filings and company management as of 12/07/2020. |
- Cannae Q3 2020 Quarterly Update.
- See page 30 for Reg G reconciliation.
Investment Overview (1)
- On July 6, 2020, D&B closed its initial public offering of 90,047,612 shares of common stock, which includes the full exercise of the overallotment option of 11,745,340 shares of common stock
- D&B's shares of common stock began trading on the New York Stock Exchange under the ticket symbol "DNB" on July 1, 2020
- In the third quarter, D&B's management team produced results exceeding analysts' estimates of top line, profitability and earnings per share, and accomplished an additional $5M of annual cost savings, bringing the program-to-date total to $225M
- On October 7, 2020, D&B announced it signed a purchase agreement to acquire long-time partner Bisnode, which will significantly expand their presence in several key European regions
Three Months Ended, September 30, | |||
($ in millions) (2) | 2019 | 2020 | |
Adj. Revenue | $408.2 | $442.1 | |
Net Income / (Loss) | ($88.8) | ($17.0) | |
Adj. EBITDA | $155.0 | $197.0 | |
% Margin | 38.0% | 44.6% | |
Investor Presentation Fall 2020 | 20 |
OPTIMAL BLUE
Company Overview
- Optimal Blue ("OB") is a leading SaaS mortgage marketplace supporting the industry's largest network of residential mortgage originators and investors
- Optimal Blue is a critical utility sitting in the center of mortgage originators, mortgage investors, and mortgage servicers, and provides mission critical pricing data required to close a loan
- The company's platform connects mortgage originators with secondary investors through its repository of searchable and actionable loan programs and loan-level price data, enabling them to enhance workflow efficiencies and stay competitive and confidently execute profitable lending strategies
- Optimal Blue has a broad reach across commercial banks, mortgage banks, and credit unions and mortgage brokerage companies, serving more than 77,000 active users at more than 3,000 institutions
- The company facilitates over $1 trillion of mortgage transactions annually, touching ~35% of all locked mortgages nationwide
Source: Public company filings and company management as of 12/07/2020.
- Cannae Q3 2020 Quarterly Update.
- See page 31 for Reg G reconciliation.
Investment Overview (1)
- On September 15, 2020, Cannae successfully completed an approximately $289M minority investment in Optimal Blue alongside our partners Black Knight and THL
- In connection with the acquisition, Black Knight is combining its Compass Analytics business with Optimal Blue in a newly formed entity
- Cannae has a 20% ownership interest in the new entity
- We believe Optimal Blue's products will continue to benefit from strong underlying trends in the mortgage market, including the digitization of mortgages, further diversification of loan originators, and low interest rates driving large volumes
- Furthermore, this investment will benefit from the leading management and oversight of its majority owner, Black Knight
Three Months Ended, | Period from | |||||
September 30, | Sept. 15 to Sept.30 | |||||
($ in millions) (2) | ||||||
2019 | 2020 | 2020 | ||||
Revenue | $28.6 | $37.2 | $6.7 | |||
% Growth | N/A | 30% | N/A | |||
Net Income / (Loss) | ($0.3) | ($4.3) | ($25.1) | |||
Adj. EBITDA | $8.8 | $16.3 | $3.6 | |||
% Margin | 30.8% | 43.8% | 53.7% | |||
Investor Presentation Fall 2020 | 21 |
AMERILIFE
Company Overview
- AmeriLife Group was established as an independent agency with a nationwide presence comprising over 140,000 independent insurance agents and advisors, over 700 skilled career agents and over 400 registered investment advisors
- The Company maintains a broad network, providing a highly scaled platform for the company to distribute life, health and retirement products
- AmeriLife operates across six key segments - Life & Health Brokerage, Annuity Brokerage, Retirement Solutions, Career Agency (captive distribution), Product Development / Third Party Administration Services and Worksite Solutions
- The Company currently partners with over 100 leading carriers across its various business segments
- AmeriLife maintains a diversified panel of blue-chip insurers, with no single carrier representing more than 14% of revenue
Source: Public company filings and company management as of 12/07/2020.
- Cannae Q3 2020 Quarterly Update.
- Amerilife company website.
Investment Overview (1)
- Our investment in AmeriLife continues to look promising as COVID specifically and aging demographic patterns more broadly, continue to drive demand for retirement services
- Cannae has ~20% equity ownership in AmeriLife
- AmeriLife has exceeded its internal growth and profitability targets and continued to actively acquire smaller firms to expand its sales footprint and capture synergies from industry consolidation
2020 M&A Update (2)
Acquisition: | Strategy: | Announced: | ||
The Achievement Group | Expands retirement planning services | 9/23/2020 | ||
Senior Healthcare Direct | Enhances direct-to-consumer platform | 9/29/2020 | ||
Secure Administrative Solutions | Expands third-party administration capabilities | 10/6/2020 | ||
The Equita Group | Expands final expense platform and call | 10/15/2020 | ||
center capabilities | ||||
Forward Strategies Insurance | Strengthens growing need for agent support | 11/5/2020 | ||
Brokerage | ||||
American Benefits Exchange | Expands distribution capabilities | 11/18/2020 | ||
Investor Presentation Fall 2020 | 22 |
WILLIAM P. FOLEY II TRACK RECORD: FNFV/CANNAE - 2014-
PRESENT
CDAY completes secondary | |||||||||||||
CDAY completes secondary | public offerings of $284M, | ||||||||||||
public offerings of $101M, | $116M, and $122M in Feb'20, | ||||||||||||
FNFV sells One Digital for | Ceridian completes IPO | $112M, and $264M in | and May'20, respectively | ||||||||||
raising $531M | May'19, in Sep'19, and in | ||||||||||||
Market Cap | $560M in an all-cash transaction | D&B closes its IPO in July'20 | |||||||||||
(NYSE: CDAY) | Nov'19, respectively | ||||||||||||
($ in B) | Remy acquired by Berg | FNFV acquires T-system | (NYSE: DNB) | ||||||||||
FNFV is created as a | |||||||||||||
Warner | |||||||||||||
tracking stock for FNF's | FNFV makes additional | ||||||||||||
$4.0 | FNF splits out FNFV - renamed | ||||||||||||
portfolio investments | FNFV completes spin-off | $3.9 | |||||||||||
~$56M investment in Ceridian | Cannae Holdings | ||||||||||||
FNFV completes | of J. Alexanders (NYSE: | (NYSE: CNNE) | |||||||||||
JAX) | |||||||||||||
spin-off of Remy | |||||||||||||
$3.0 | (NASDAQ: REMY) | $2.9 | |||||||||||
$2.3 | $2.3 | ||
$2.1 | $2.0 | $2.0 | |
$2.0
$1.0
$0.0
2014 | 2015 | 2016 | 2017 | 2018 | 2019 | Current | |
Source: Public company filings and management. Factset as of 12/7/2020. | Investor Presentation Fall 2020 | 23 |
BILL FOLEY TRACK RECORD: FNF - 1984-2000
Bill Foley acquired FNF in 1984 and led the transformation of FNF into the world's largest title insurer within 16 years
Market Cap
($ in M)
$5,000
$4,500
$4,000
FNF begins industry consolidation with acquisition of Western Title, SafeCo, and North Counties Title
Bill recruits Roger Jewkes who would
eventually become COO of FNF
FNF makes 17 acquisitions for | FNF acquires Chicago Title for |
~$65M; largest of which is Nation's | $1.1B combining #4 and #2 to |
Title | create largest title insurer |
FNF is now the 4th largest title | Bill Foley recruits Mike Nolan |
insurer | |
who would eventually become | |
President of FNF
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
Bill Foley | FNF completes 15 more | |||||||||||||||||||||||||||||||||||
title/escrow deals for total | ||||||||||||||||||||||||||||||||||||
becomes | ||||||||||||||||||||||||||||||||||||
consideration of $116M; | ||||||||||||||||||||||||||||||||||||
President & CEO | ||||||||||||||||||||||||||||||||||||
FNF acquires | largest of which is Alamo | |||||||||||||||||||||||||||||||||||
in $21M LBO | FNF public listing on | FNF acquires | ||||||||||||||||||||||||||||||||||
with $3M in | American Stock | Meridian Title | Security Title & | Title | ||||||||||||||||||||||||||||||||
equity | Exchange | Guarantee | $2,500 | |||||||||||||||||||||||||||||||||
Bill recruits Randy Quirk - | FNF changes listing to | |||||||||||||||||||||||||||||||||||
Randy would eventually | NYSE & acquires | |||||||||||||||||||||||||||||||||||
become CEO of FNF | Continental Lawyers Title | |||||||||||||||||||||||||||||||||||
$380 | $410 | |||||||||||||||||||||||||||||||||||
$3 | $3 | |||||||||||||||||||||||||||||||||||
1984 | 1985 | 1987 | 1987-1988 | 1991 | 1992 | 1993 | 1994-1996 | 1997-1999 | 2000 | |||||||||||||||||||||||||||
Source: Public company filings and management. | Investor Presentation Fall 2020 | 24 |
BILL FOLEY TRACK RECORD: FNF - 2000-PRESENT
Bill Foley continued to grow FNF to current ~$10B market cap, while diversifying into other portfolio investments
Market Cap
($ in B)
$20.0
FNF acquires the |
financial services |
division of ALLTEL |
Information Services |
for $1B and moves |
HQ to Jacksonville, |
FL |
FNF acquires |
Acquisition of
Lawyers Title
and
Commonwealth
Land Title
Company
Acquisition of Lender Processing Services (NYSE: LPS) for $4.2B
FNF acquires Digital Insurance and
J. Alexander's (NASDAQ: JAX)
FNF announces majority stake in Remy (distressed debt acquisition)
FNF becomes a pure play title company
after spin-offs of FNFV (becomes
Cannae Holdings, NYSE: CNNE) and remaining interest in BKFS (becomes Black Knight, NYSE: BKI)
Acquisition of Title Guaranty of Hawaii
$16.0
$12.0
$8.0
$4.0
$0.0
outsourced claims | |||
management firm | |||
Sedgwick CMS | |||
FNF acquires | |||
Acquisition of | |||
Pioneer Title | |||
ServiceLink | Acquisition of Property | ||
Insights and | |||
33% investment in | |||
Ceridian - JV with THL | |||
FNF acquires minority | |||
$7.9 | stake in Remy | ||
$7.1 | International out of | ||
bankruptcy | |||
$5.7 | $5.2 |
$3.2 |
IPO of Black Knight Financial | |||
2009-2012: | |||
Acquisition of | Services (NYSE: BKFS) - formerly | ||
restaurant | LPS | Acquisition of FGL | |
companies out of | Creation of Fidelity National | Holdings for $2.7B | |
bankruptcy and | |||
creation of American | Financial Ventures (FNFV) tracking | ||
Blue Ribbon | stock for portfolio investments | ||
Holdings (ABRH) | |||
$10.7 | $10.7 | ||
$9.5 | |||
$8.1 |
$3.6
2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2012-2013 | 2014-2015 | 2017 | 2020 | |
Source: Public company filings and management as of 12/7/2020. | Investor Presentation Fall 2020 | 25 | ||||||||
BILL FOLEY TRACK RECORD: FIS - 2003-PRESENT(1)
After completely separating from FNF in 2006, FIS has grown to become a leading, international payment services provider with ~$93B market cap
Market Cap
($ in B)
$100.0
$80.0
$60.0
$40.0
$20.0
$0.0
FNF makes initial acquisition of ALLTEL
Information Services for $1B
From 2003 - 2006, FIS completed multiple
technology roll-up acquisitions for total
consideration of over $2B
FIS completed a $3.2B leveraged recap in | FIS acquires eFunds |
March 2005 and paid a $1.9B special | for $1.8B |
dividend to FNF shareholders | in cash |
Bill begins to develop Gary Norcross as a future
leader of FIS
FIS completes stock-for-stock merger with
Certegy
FNF completes distribution of FIS shares to FNF
shareholders
$7.6$8.1
$2.5
FIS completes merger with WorldPay in a 90% | |
stock / 10% cash transaction that leaves the | |
FIS acquires Metavante Technologies in | combined company with a market cap in excess |
of $85B | |
a stock-for-stock transaction worth | |
~$4.5B |
$93.4
Develops Frank Martire as a future
leader
FIS acquires SunGard at an enterprise valuation of $9.1B with a 45%/55% cash/stock mix
FIS completes spin-off of
LPS
$17.1
$8.7
$3.1
2003-2006 | 2006 | 2007 | 2008 | 2009 | 2015 | Current |
Source: Public company filings, management, and FactSet as of 12/07/19. | Investor Presentation Fall 2020 | 26 |
(1) Bill Foley served as a director of FIS from 20016-2016. |
FOLEY PLAYBOOK IN ACTION: CERIDIAN CASE STUDY
Company Overview | Ceridian Transformation |
-
Ceridian provides human capital management software to companies around the world
- As of 12/7/2020 Ceridian had a market value of ~$14.2B and enterprise value of ~$14.7B - Dayforce is the company's flagship cloud HCM platform, which provides human resources, payroll, benefits, workforce management, and talent management functionality to 4,704 live customer accounts (1)
- Powerpay is the company's cloud HCM solution designed primarily for small market Canadian customers with fewer than 20 employees
- The company also delivers HCM solutions via a service-bureau model, which it stopped actively selling after acquiring Dayforce in 2012
- Foley and THL recapped Ceridian in 2007, and again in 2011
- In the 2011 recapitalization, all shares of cumulative preferred stock were exchanged for participating convertible preferred stock
- Ceridian acquired Dayforce, a SaaS cloud software company in 2012
- Foley demonstrated superior capital allocation acumen and consummated the Dayforce transaction despite a highly levered capital structure
- Ceridian added David Ossip as CEO in 2013
- Foley used acquisition as means of elevating David Ossip to CEO role, which was critical to changing strategy from a service bureau model to a SaaS based business
Strong Stock Price Performance Since IPO
- Sold Comdata sub to FleetCor in November 2014 for total pre-tax gains of $503m
- In April 2018, CDAY completed the IPO of its common stock, raising $462M by offering 21M shares
$110 | $96.53 | - After pricing at $22 a share - above its expected range of $19.00 - $21.00 per share - the stock | |||||||
$100 | surged 42% on its first trading day, closing above $31 a share | ||||||||
+339% Growth | • Expanded EBITDA margins ~800 bps since acquisition (2) | ||||||||
$90 | 4.4x MOIC | • Revenue growth accelerated from ~2% to 11%+ | |||||||
~71% CAGR | |||||||||
$80 | • Ceridian's value proposition and the flexibility of cloud-based solutions is more relevant than ever in | ||||||||
$70 | the COVID environment, as evidenced the growth of Dayforce products, which ended the quarter | ||||||||
$60 | with another double-digit increase in customer live on the platform | ||||||||
- That customer growth translated to a nearly 10% rise in Dayforce revenue (1) | |||||||||
$50 | $22.00 | ||||||||
• On 11/9/2020 Cannae sold ~2.1M shares of Ceridian at a price of $93.00 per share | |||||||||
$40 | |||||||||
- Following the sale, Cannae now owns ~14M shares of CDAY, representing approximately 9.5% | |||||||||
April | December | ||||||||
$30 | of Ceridian (3) | ||||||||
$20 | 2018 | 2020 | |||||||
4/26/18 | 8/26/18 | 12/26/18 | 4/26/19 | 8/26/19 | 12/26/19 | 4/26/20 | 8/26/20 |
Source: Public company filings and market data as of 12/07/20.
- According to Ceridian quarterly earnings report for the period ended 9/30/2020.
(2) | Includes only the Human Resources Solutions segment at the time of acquisition. | Investor Presentation Fall 2020 | 27 |
(3) | As of 9/30/2020 Cannae owned ~16.1M shares of CDAY. On 11/9/2020 Cannae sold ~2.1M shares of CDAY. Following the sale, Cannae now owns ~14M shares of CDAY. |
FOLEY PLAYBOOK IN ACTION: BKI / LPS CASE STUDY
Company Overview
- Black Knight provides software, data and analytics solutions to mortgage & consumer loan, real estate and capital market verticals
- Operates through two business segments:
- Software Solutions: Offers software and hosting solutions that support loan servicing, loan origination and settlement services
- Data & Analytics: Offers data and analytics solutions including property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation, multiple listing service solutions and other data solutions
- Key Management: Bill Foley (Executive Chairman (1) ), Anthony Jabbour (CEO & Director), Kirk Larsen (EVP & CFO)
Strong Stock Performance: 3 Year Stock Price Chart
$88.09 | ||||||||||
$95 | ||||||||||
+91% Growth | ||||||||||
$85 | 1.9x MOIC | |||||||||
~24% CAGR | ||||||||||
$75 | ||||||||||
$65 | ||||||||||
$55 | $46.15 | |||||||||
$45 | November | December | ||||||||
$35 | 2017 | 2020 | ||||||||
11/6/17 | 3/6/18 | 7/6/18 | 11/6/18 | 3/6/19 | 7/6/19 | 11/6/19 | 3/6/20 | 7/6/20 | 11/6/20 |
Bill Foley Playbook
- Lender Processing Services spun out of FIS in 2008
- Bill Foley and FNF re-acquired Lender Processing Services in January 2014 for $4.2B
- Upon closing the acquisition, Foley renamed the technology, data, and analytics business Black Knight, replaced the entire senior leadership team and brought in Thomas H. Lee Partners as a minority equity investor
- Old LPS Transaction Services businesses remained part of FNF under ServiceLink
- Foley took Black Knight public in 2015
- Equity value has increased substantially from ~$2B at 2015 IPO to current market cap of $14.7B
Black Knight Transformation
- Bill Foley reorganized LPS and added and refocused management on growth
- Leveraged position as market leader
- Drove improved pricing and contract terms
- Elimination of siloed organization chart
- Improved salesforce organization and streamlined corporate organization
- Drove over $300M of cost reductions through optimization across FNF, BKI, and ServiceLink
- EBITDA margins have expanded by over 1,000 bps
- Revenue grew from ~$750M at purchase to $1,196.5M as of 9/30/20
- Returns exceed ~6x MOIC
Source: Public company filings, management, and FactSet as of 12/7/20. | Investor Presentation Fall 2020 | |
(1) Bill Foley became Chairman of Black Knight effective on 12/1/19. | 28 |
CERIDIAN ADJUSTED EBITDA RECONCILIATION
(In millions) (Unaudited) | ||||
Three Months Ended September 30, | 2019 | 2020 | ||
Net (loss) income | $ | 62.7 | $ | (0.8) |
Interest expense, net | 7.8 | 5.9 | ||
Income tax benefit | (65.6) | (5.5) | ||
Depreciation and amortization | 14.9 | 13.0 | ||
EBITDA | 19.8 | 12.6 | ||
Intercompany foreign exchange (gain) loss | 0.3 | (1.2) | ||
Share-based compensation | 11.4 | 19.3 | ||
Severance charges | 0.8 | 2.2 | ||
Restructuring consulting fees | 1.5 | 0.3 | ||
Other non-recurring charges | 12.6 | - | ||
Adjusted EBITDA | $ | 46.4 | $ | 33.2 |
Adjusted EBITDA margin | 22.9% | 16.2% |
See Ceridian's Q3 2020 Earnings Release for full description of non-GAAP adjustments
Investor Presentation Fall 2020 29
D&B ADJUSTED EBITDA RECONCILIATION
Three Months Ended September 30, | 2019 | 2020 | ||
Net loss attributable to D&B | $ | (88.8) | $ | (17.0) |
Interest expense, net | 85.1 | 60.6 | ||
Income tax benefit | (24.0) | (9.3) | ||
Depreciation and amortization | 123.3 | 134.1 | ||
EBITDA | 95.6 | 168.4 | ||
Dividends allocated to preferred stockholders | 32.1 | - | ||
Other (income) expense, net | (6.3) | 9.5 | ||
Equity in net income of affiliates | (0.5) | (0.7) | ||
Net income attributable to non-controlling interest | 1.4 | 2.1 | ||
Equity-based compensation | 3.6 | 9.7 | ||
Merger and acquisition costs | 5.9 | 2.2 | ||
Restructuring and transition costs | 28.5 | 10.0 | ||
Nonrecurring charges including asset impairments and legal contingencies | - | 0.3 | ||
Other reduced expenses due to purchase accounting | (5.3) | (4.5) | ||
Adjusted EBITDA | $ | 155.0 | $ | 197.0 |
See Cannae's Q3 2020 Shareholder Letter for full description of non-GAAP adjustments
Investor Presentation Fall 2020 30
OPTIMAL BLUE ADJUSTED EBITDA RECONCILIATION
(In millions) (Unaudited) | ||||||
Period from | ||||||
September 15 to | ||||||
Three Months Ended September 30, | September 30 | |||||
2019 | 2020 | 2020 | ||||
Net loss | $ | (0.3) | $ | (4.3) | $ | (25.1) |
Interest expense | 3.7 | 5.1 | 1.4 | |||
Income tax expense | 0.4 | 2.3 | 3.4 | |||
Depreciation and amortization | 4.4 | 10.1 | 5.6 | |||
EBITDA | 8.2 | 13.2 | (14.7) | |||
Transaction and integration costs | - | - | 18.3 | |||
Equity-based compensation | 0.5 | 3.0 | - | |||
Management fees | 0.1 | 0.1 | - | |||
Adjusted EBITDA | $ | 8.8 | $ | 16.3 | $ | 3.6 |
See Cannae's Q3 2020 Shareholder Letter for full description of non-GAAP adjustments
Investor Presentation Fall 2020 31
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Cannae Holdings Inc. published this content on 09 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2020 22:20:00 UTC