Cannae Holdings Inc. filed SEC Form 8-K: Entry into 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
Current Report
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| Item 1.01. | Entry into a Material Definitive Agreement. | |||||||
On March 23, 2025, Cannae Holdings, Inc. (the "Company") entered into a Voting and Support Agreement (the "Voting and Support Agreement") with Dun & Bradstreet Holdings, Inc. ("D&B") and Denali Intermediate Holdings, Inc., a Delaware corporation ("Parent"), concerning the 69,048,691 shares of D&B common stock, par value $0.0001 per share, for which the Company is currently the beneficial owner (hereafter, the "Owned Shares"). Pursuant to the Voting and Support Agreement, the Company has agreed to affirmatively vote (including via proxy) or execute consents with respect to the Owned Shares, in favor of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") dated March 23, 2025 by and between D&B, Parent, and Denali Buyer, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and adoption of the Merger Agreement and each of the actions contemplated by the Merger Agreement.
Pursuant to the Voting and Support Agreement, the Company has also agreed not to take certain actions, including (i) tendering any Owned Shares into any tender or exchange offer, (ii) transferring any Owned Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty by the Company contained in the Voting and Support Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling the Company from performing its obligations under the Voting and Support Agreement in any material respect. The Company is permitted to sell up to 10,000,000 of the Owned Shares prior to completion of the merger contemplated by the Merger Agreement or termination of the Merger Agreement in accordance with its terms.
The Voting and Support Agreement will terminate upon the earliest to occur of the merger contemplated by the Merger Agreement or the termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Voting and Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by the terms and conditions of the Voting and Support Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 hereto and is incorporated by reference herein, and the foregoing description of the Voting and Support Agreement is qualified in its entirety by reference thereto.
Additional information regarding the Merger Agreement can be found in D&B’s filings with the Securities and Exchange Commission.
| 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 25, 2025 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||