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Cannae Holdings to transition to externally managed company structure.

Cannae Holdings announced that the company has entered into a Management Services Agreement with Trasimene Capital Management, LLC, as it transitions to an externally managed structure. The Manager will be controlled by William P. Foley, II. Other initial members of the Manager will include Cannae's named executive officers. The principal terms of the external management structure are as follows: Term: Five year term beginning as of September 1, 2019 with automatic one-year renewals; Management Fee: Cannae will pay the Manager a quarterly fee of .375% of invested capital excluding holding company cash. The Management Fee will be reduced by any cash compensation paid by Cannae to its named executive officers; Hurdle Rate and Graduated Incentive Fee Structure: Subject to Cannae's investments generating an 8% IRR, 15% of realized gain between 1.0x to 2.0x return on a liquidity event and 20% of realized gain over 2.0x return on a liquidity event; High Water Mark: Upon each liquidity event where an incentive fee is earned, Cannae will deduct for any net unrealized losses looking at the investment portfolio as a whole. There will be a "catch-up" mechanism for any deducted net unrealized losses for subsequent liquidity events if the amount of any net unrealized losses improves; Ceridian will remain part of the company's current Investment Success Incentive Plan. All other company investments will be included in the external manager incentive fee arrangement.

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Publication:The Fly
Date:Aug 27, 2019
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