Cannae Holdings, Inc. Announces Pricing of Senior Secured and Senior Unsecured Notes Offerings by Star Merger Sub, Inc.

LAS VEGAS–(BUSINESS WIRE)–Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae” or the “Company”) today
announced that Star Merger Sub, Inc. (“Merger Sub”), an affiliate of
Cannae, CC Capital Partners LLC, Bilcar, LLC, and funds affiliated with
Thomas H. Lee Partners, L.P. (collectively, the “Investor Group”),
formed in connection with the previously announced proposed acquisition
of Dun & Bradstreet by the Investor Group pursuant to the Agreement and
Plan of Merger, dated August 8, 2018 (the “Merger Agreement”), by and
among Dun & Bradstreet, Star Parent, L.P. and Merger Sub (the “Merger”),
priced an offering of (i) $700 million in aggregate principal amount of
its Senior Secured Notes due 2026 (the “Secured Notes”) and (ii) $750
million in aggregate principal amount of its Senior Notes due 2027 (the
“Unsecured Notes” and, together with the Secured Notes, the “Notes”).
The Secured Notes will be issued at 100%, bear interest at 6.875% and
mature on August 15, 2026. The Unsecured Notes will be issued at 100%,
bear interest at 10.250% and mature on February 15, 2027. The first
interest payment date for the Notes will be August 15, 2019. The
offering is expected to close on or about February 8, 2019, subject to
customary closing conditions.

Merger Sub intends to use the net proceeds from the Notes offerings,
together with borrowings under new senior secured credit facilities and
cash equity contributions, to (i) finance the consummation of the Merger
and the other transactions contemplated by the Merger Agreement, (ii)
repay in full all outstanding indebtedness under Dun & Bradstreet’s
existing credit facilities, (iii) fund the redemption of all Dun &
Bradstreet’s existing senior notes and (iv) pay related fees, costs,
premiums and expenses in connection with these transactions.

Upon consummation of the Merger, Merger Sub will merge with and into Dun
& Bradstreet, with the Dun & Bradstreet continuing as the surviving
corporation. The Notes will be guaranteed, in the case of the Secured
Notes, on a senior secured basis, and, in the case of the Unsecured
Notes, on a senior unsecured basis, in each case, by each of Dun &
Bradstreet’s existing and future wholly-owned U.S. restricted
subsidiaries that will guarantee Dun & Bradstreet’s new senior secured
credit facilities. The Secured Notes and related guarantees will be
secured on a first-priority basis by liens on all assets of Dun &
Bradstreet and the guarantors that secure the new senior secured credit
facilities.

The Notes and the related guarantees are being offered to persons
reasonably believed to be qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act. The Notes and related guarantees
have not been and will not be registered under the Securities Act or any
state or other jurisdiction’s securities laws. Accordingly, the Notes
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements under the
Securities Act and any applicable state or other jurisdiction’s
securities laws.

This press release is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer to sell or
a solicitation of an offer to buy, or a sale of any securities in any
jurisdiction in which such offer, solicitation or sale is unlawful.

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 Statement 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; and the Investor
Group’s ability to consummate the proposed Dun & Bradstreet merger,
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