Cannae Holdings, Inc. Announces Pricing of Ceridian’s Secondary Public Offering

LAS VEGAS–(BUSINESS WIRE)–Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae” or the “Company”) today
announced that Ceridian HCM Holding Inc. (“Ceridian”), a Cannae
portfolio company, priced an underwritten secondary public offering by
certain stockholders of Ceridian (the “Selling Stockholders”) of
11,000,000 shares of Ceridian’s common stock, par value $0.01 per share
(the “Common Stock”), at a public offering price of $36.00 per share. As
part of the offering, Cannae sold 3,823,212 shares. In addition, the
Selling Stockholders have granted the underwriters a 30-day option to
purchase up to an additional 1,650,000 shares of Common Stock, of which
Cannae’s portion is 573,482 shares, at the public offering price, less
underwriting discounts and commissions. The offering is expected to
close on November 16, 2018, subject to customary closing conditions. The
offering consists entirely of secondary shares to be sold by the Selling
Stockholders. The Selling Stockholders will receive all of the proceeds
from the offering.

Goldman Sachs & Co. LLC, J.P. Morgan, Credit Suisse and Deutsche Bank
Securities are acting as joint lead book-running managers, and Goldman
Sachs & Co. LLC and J.P. Morgan are acting as representatives of the
underwriters for the offering. Barclays, Citigroup, Jefferies LLC, Piper
Jaffray and Wells Fargo Securities are also acting as book-running
managers for the offering. Baird, CIBC Capital Markets, William Blair,
Canaccord Genuity, Needham & Company and MUFG are acting as co-managers
for the offering.

The offering of these securities is being made only by means of a
prospectus. When available, a copy of the final prospectus related to
the offering may be obtained by contacting:

  • Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West
    Street, New York, New York 10282, or via telephone: 1-866-471-2526, or
    via email: prospectus-ny@ny.email.gs.com;
  • J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155
    Long Island Avenue, Edgewood, NY 11717, or via telephone:
    1-866-803-9204;
  • Credit Suisse Securities (USA) LLC, Attention: Prospectus Department,
    One Madison Avenue, New York, NY 10010, via telephone at (800)
    221-1037, or via email at newyork.prospectus@credit-suisse.com;
    or
  • Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall
    Street, New York, NY 10005, via telephone: 800-503-4611, or via email: prospectus.CPDG@db.com.

A registration statement relating to these securities has been filed
with, and declared effective by, the U.S. Securities and Exchange
Commission (the “SEC”). Copies of the registration statement can be
accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

About Cannae Holdings, Inc.
Cannae
holds majority and minority equity investment stakes in a number of
entities, including Ceridian HCM Holding Inc., American Blue Ribbon
Holdings, LLC and T-System Holding LLC.

Forward-Looking Statements and Risk Factors
This
press release 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; 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; compliance with
extensive government regulation of our operating subsidiaries; risks
associated with our split-off from Fidelity National Financial, Inc.,
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; Ceridian’s ability to consummate the secondary offering,
including the satisfaction of the closing conditions thereto.

This press release 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.

Contacts

Jamie Lillis, Managing Director, Solebury Trout, 203-428-3223, jlillis@soleburytrout.com

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