Cannae Holdings Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits
$CNNE
Restaurants
Consumer Discretionary
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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| Item 1.02. | Termination of a Material Definitive Agreement. | |||||||
In light of limited borrowing capacity under the facility related to current trading levels of Alight, Inc. stock, and to eliminate approximately $0.4 million of annual commitment fees, on March 6, 2026, Cannae Funding A, LLC ("Cannae Funding A"), an indirect wholly owned special purpose subsidiary of Cannae Holdings, Inc. (the "Company"), prepaid in full all outstanding obligations under the Margin Loan Agreement, dated as of November 30, 2020 (as amended, the "Margin Loan Agreement"), among Cannae Funding A, as borrower, Bank of America, N.A., as administrative agent and calculation agent, and the lenders party thereto. In connection with the prepayment, Cannae Funding A and Bank of America, N.A. executed a pay-off letter (the "Pay-Off Letter") confirming the termination of the Margin Loan Agreement and all related loan documentation.
The Margin Loan Agreement was originally entered into on November 30, 2020 and was subsequently amended on August 16, 2021, December 10, 2021, January 19, 2022, May 12, 2022, June 16, 2023, August 17, 2023, March 4, 2024 and August 27, 2025. The Margin Loan Agreement, as amended, provided for revolving borrowings of up to $50.0 million, was secured by 40,477,062 shares of Alight, Inc. common stock held in a collateral account, and had scheduled maturity of August 27, 2028.
There were no outstanding principal or interest advances under the Margin Loan Agreement as of the pay-off date, and the termination does not materially impact liquidity. The aggregate pay-off amount of $58,681 required to satisfy all outstanding obligations under the Margin Loan Agreement as of March 6, 2026, consisted solely of accrued and unpaid commitment fees.
Pursuant to the Pay-Off Letter, (i) all obligations of the parties under the Margin Loan Agreement and related documentation have been discharged, terminated, cancelled and extinguished (other than those provisions that expressly survive termination), (ii) all liens granted pursuant to the Margin Loan Agreement have been automatically, irrevocably and immediately terminated (subject to the continued effectiveness of the related control agreement until the release and re-registration of pledged shares), and (iii) Bank of America, N.A. will deliver to Cannae Funding A any remaining collateral held in the collateral account, including any shares of Alight, Inc. common stock pledged thereunder, to be re-registered in the name of Cannae Funding A or its affiliate.
| Item 9.01. | Financial Statements and Exhibits | |||||||
(d) Exhibits
| Exhibit | Description | |||||||||||||
| 10.1 | ||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
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: | March 9, 2026 | By: | /s/ Bryan D. Coy | ||||||||||||||
| Name: | Bryan D. Coy | ||||||||||||||||
| Title: | Executive Vice President, Chief Financial Officer | ||||||||||||||||