Good afternoon, ladies and gentlemen and welcome to the Cannae Holdings, Inc. Second Quarter 2021 Earnings Conference Call. During today’s presentation all parties will be in a listen-only mode. Following the company’s brief prepared remarks the conference will be open for questions with instructions to follow at that time. As a reminder, this conference call is being recorded and a replay is available through 11:59 p.m. Eastern Time on August 12, 2021. Before we begin, I would like to remind you that this conference may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about 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. The Company undertakes 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, the risks and other factors detailed in our quarterly shareholder letter, which was released this afternoon and in the statement regarding forward-looking information, risk factors and other sections of Cannae's Form 10-K and other filings with the SEC. I would now like to turn the call over to Cannae's CEO, Rick Massey. Rick, you may begin. Hello, Rick?

Mr. Foley, I think has joined us or is about to join us.

Yes, I just joined.

Okay. Good.

Go ahead Bill.

Okay. That's great. Thank you. Thanks for the introduction. And thank you for joining the call today. With me here this afternoon is our Chief Executive Officer, Rick Massey; our President, David Ducommon; our Chief Financial Officer, Bryan Coy. And as a reminder, we released our second quarter 2021 shareholder letter, which includes our financial results after the market closed this afternoon and which can be found on our website. Overall, I'm very pleased with the progress Cannae made in the second quarter, executing on its pipeline of back-end SPAC transactions and I'm excited to continue the hard work of igniting growth in our portfolio companies. As Chairman of the Board, I actively support all of our investments and will continue to guide our portfolio of companies as they execute on their respective business plans. That said, the SPAC market experienced dislocation through the quarter, largely driven by non-fundamental factors, which led to indiscriminate selling, regardless of the company's quality and growth prospects. Our portfolio was not immune as Paysafe and the light both came under pressure and now traded levels which I believe are detached from the long-term potential that I see in both businesses. Likewise, Cannae's shares have also traded to a significant discount to intrinsic value through the quarter, which is frustrating and I know frustrating to you. Given my confidence in our management teams and their businesses, I took advantage of the market dislocation and our company repurchased almost $100 million of Cannae shares or approximately 3% of our shares outstanding through July 13, 2021. I believe the market will recognize the unique value of our growing profitable enterprises and that financial and cash flow fundamentals will win over in the long term. This dislocation also afforded me the opportunity to invest an additional $42 million…

Thanks, Bill. I have nothing to add. Thank you for all that and for your active involvement in all of our portfolio companies. They are very valuable ones. And Bryan, this is your show.

Great, thank you. Again, we had a very active -- as Bill mentioned, we had a very active quarter. During this period of time, we had closed one de-SPAC. We had two additional deals. We had two monetizations and access to our smaller investments. And we have two more transactions in process on a smaller scale, so we accomplished quite a bit this quarter and we're very proud of that. I'd like to talk to a couple of those. First of all is the Austerlitz merger announcement with Wynn Interactive. We announced that on May 10th on the last call, the transaction itself has a pro forma enterprise value of $3.2 billion. And Cannae has subscribed to backstop the entire deal at $690 million, and we got a placement fee for that about $3.5 million. During the quarter, as Bill noted, we also had a couple of liquidations, a part of our investment. In May, we sold 2 million shares of Ceridian at a price of $87.50, which gave us gross proceeds of $175 million. That's a return of more than 15 times our pre-IPO investment. Also, later in the quarter, as Bill noticed, we liquidated 8.5 million shares of Dun & Bradstreet stock at a price of $21.88, that's almost three times our pre-IPO return. Lastly, I'd like to note that we executed a -- we heard from you on our share repurchase and we executed strategic purchases throughout the quarter for 2.73 million shares at an average price of $35.33. That's nearly 3% of the outstanding shares prior to this. Operator, would you like to start the question-and-answer period now?

[Operator Instructions] And our first question comes from John Campbell from Stephens. Please go ahead, John.

Hey, thanks for taking my question. This is James Hawley stepping in for John Campbell.

Hi, James.

Hey. Nice to talk to you again. So first thing I want to start out with here is it's just kind of been perplexing seeing the discount to NAV per splits like this. But I just wanted to get your latest thoughts and maybe closing that gap in ways you're thinking about inserting yourself to close it? And then, can you also loop in how you're thinking about buybacks going forward? And how does that shoot up on the packing order?

Rick, do you want to handle that?

Sure. The -- on the buybacks question, James. The -- you saw, we were pretty aggressively after it. Regrettably, it didn't -- maybe it will make a difference, when you see the number. It's still one of the best if not the best investments with our capital now, but there are some other really attractive things out there too that -- so we're -- as Bill said, we are risk managers and we're trying to weigh -- we're trying to weigh the relative risks. And we -- what we don't want to do is to miss some of the opportunities that we have. So Bill is working on various sources besides what the sale of CDAY that's really the only source of money that we have. And Bill is working on several, but he's got some as usual great ideas on how to fix that liquidity issue in a prudent way. So we want to chase everything that's out there and we want to buy back our stock too.

Thanks.

And that's how you play. I mean there's no -- we either -- eventually, the gap is going to close as we monetize our investments. We've done the work deal and we've looked at that. And the complexity of our holdings is not -- isn't lost on us. For people like you, that have to follow other companies and it's a lot of work to understand this company. So, it's a lot easier to just value cash. So, our publicly traded shares. So, that's what we need to do to close the gap. And is it time for some of that? Probably. I think Bill is thinking of that. But we're not going to -- we can't say now. We can't say now what we're going to do so.

All right. Well, thanks for the color and that's helpful. And then we've done some of the early work too on System1 and we find it interesting, but I just wanted to hear your thoughts on what makes it such an attractive combo as well for Trebia?

Yes. We like System1 and their management team quite a bit. There's a long protracted negotiation with System1's management and negotiating with what they could sell down what they couldn't sell down buying out the financial sponsor that was involved with the company earlier. And so we went from having a -- really trying to have a small pipe to not having any pipe at all. We're putting a little more leverage on the company. And so if there are redemptions then Cannae will stand behind a portion of those redemptions and the company will stand -- the increased debt that we're putting on the company to potentially can put on the company will stand behind some redemptions. Each of those commitments are about $200 million. And any redemptions above that, will be funded by less stock purchase less stock sales by management. The company is performing very well. It was performing to do about $120 million of EBITDA this year. They'll be releasing earnings shortly and they're well ahead of their plan. The S-4 should be filed sometime in the next week two weeks. And then -- so the conversion process becomes of course responding to the SEC comments after 30 days and another set of comments always come back. So, you figured there's about seven weeks from the date of filing to the date we become effective. And then we noticed the shareholders' vote. So, when you add all that up and put all that together we're probably talking about a deSPACing transaction in late October early November this year. And what that really does for the investor base that have invested in that SPAC or invested in Cannae it allows -- it allows 2021 performance to be very, very clear and we're going to make very clear the accelerated performance for 2022. So, we're really happy with System1. And with the way the SPAC market is today we're not that disappointed that we're slightly delayed in terms of closing the transaction because it really gives us time to structure the transaction in a way that for us made the most sense. So, that's kind of System1. And they have a number of interesting acquisitions that are teed up for that company. And again having liquidity and having a bank facility in place that we can execute on those transactions, will all come to show the value of System1. So, I hope that helps.

Yes, definitely. Thanks for the time guys. I appreciate it.

Thank you.

So, Bill, one of the questions -- I'm sorry please go ahead. I was just trying to repeat a question I got during your talk from one of our investors and it was -- how are you going to -- what are your thoughts about how we're going to finance the commitments that we have in place now? And I know you can't tip your hand. This is just an e-mail I got so.

Well, I mean so we do have credit facilities in place that will allow us to basically meet our commitments. And we're going to see how certain things play out before we engage in further sales of our securities. But you have to remember that we still do own about 67 million to 68 million shares of Dun & Bradstreet. We own 12 million shares of Ceridian. The lockup period expires on Paysafe sometime after August 20 for not only the shares but also the warrants. So, those are all securities. It could be that we could liquidate some portion of our investment in those securities. And then we have a number of other investments that are becoming more liquid. For example the Bakers Square and the Village Inn restaurant chains just closed and we received the capital from that. The legendary baking the pie business is in the wind down process and there'll be capital being recovered from that. Earlier this year, we sold the Colt investment and so that was a capital recovery. And so we're continuing to really look at some of the assets we have the ones that are not core and we're closing off those. And the ones that are core we're working hard with the company management to get growth accelerated. In that case, I truly speak to the Dun & Bradstreet because all Dun & Bradstreet needs to do is get organic growth moving again and they're working hard on it. We've got lots of products lots of plans it just takes time when you're kind of doing it yourself as opposed to buying something.

At this time, there are no further questions. I'd like to turn it back to Mr. Foley for closing remarks.

That's great. To conclude I'm very pleased with the progress that we have achieved growing our portfolio while also working with our management teams to transform their businesses as they strive to accelerate growth and improve profitability. While the markets have not yet recognized the value creation that has taken place, I am confident that they will. In the meantime, we'll continue to take advantage of the dislocation in the market. Thanks again for your time today.

This concludes today's conference call. Thank you for attending.