Good afternoon ladies and gentlemen and welcome to the Cannae Holdings, Inc. First Quarter 2025 Financial Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the company's 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 May 26, 2025. With that, I would like to turn the call over to Jamie Lillis of Solebury Strategic Communications. Please go ahead.

Thank you, operator and all of you for joining us. On the call today, we have Cannae's Chief Executive Officer Ryan Caswell; and Bryan Coy, our Chief Financial Officer. Before we begin, I would like to remind listeners that this conference call and the Q&A following our remarks may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about Cannae's 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 our other filings with the SEC. Today's remarks will also include references to non-GAAP financial measures. Additional information, including a reconciliation between the non-GAAP financial information to the GAAP financial information is provided in our shareholder letter. I would now like to turn the call over to Ryan.

Thank you, Jamie. Given the executive management succession announcement from earlier today, I would first like to start by welcoming Bill Foley to his new role as Vice Chairman and Doug Ammerman to his new role as Chairman. More importantly, I want to thank Bill for his mentorship and all that he has provided to Cannae and its portfolio companies. Under Bill's leadership, we have made great progress and have significant opportunities in front of us to increase shareholder value. I look forward to continuing to work with Bill and Doug in their new roles and the entire Board as we continue to position Cannae for long-term success as a permanent capital vehicle. We remain committed to creating long-term sustainable shareholder value through the execution of our strategic plan, including: one, rebalancing the portfolio away from current public investments and opportunistically investing in attractive companies with positive cash flows; two, returning capital to shareholders; and three, improving the operational performance of Cannae's portfolio companies. I am excited to report that we continue to make progress on all fronts. In late March, our largest public investment, Dun & Bradstreet, announced a definitive agreement to be acquired by Clearlake Capital in an all-cash transaction valuing D&B at $4.1 billion of equity from which at closing, Cannae will receive $632 million of proceeds. This capital provides Cannae with significant flexibility and allows us an ability to return a meaningful amount of capital to our shareholders. As previously announced, post transaction closing, we expect to use at least $460 million of these proceeds for share repurchases, dividends and debt repayment, of which at least $300 million will be used to repurchase shares, $101 million to repay Cannae's margin loan and we will retain $60 million to pay future dividends. These actions will provide significant…

Thanks, Ryan. Cannae's first quarter total operating revenue of $103 million was 7% lower than the prior year on lower restaurant revenue. Notably, there were 5 fewer stores or 3% in the 2025 period compared to the prior year. Although the aggregate same-store sales were down, this was almost entirely attributable to the O'Charley's brand as same-store sales for the Ninety Nine Restaurant brand were nearly even at a 0.3% drop. This is a big testament to the Ninety Nine brand as the casual dining industry experienced a very tough quarter from several weather incidents and unstable macroeconomic conditions. On a same-store basis, the Ninety Nine brand has equaled or outperformed the Baird Casual Dining Index in each of the last 16 4-week periods. At the operating expense level, aggregate operating expenses were $125 million in the first quarter of 2025 or $27 million below the prior year. Restaurant Group reduced quarterly expenses by $7 million, reflecting the drop in top line and attention to corporate and brand support expenses. A significant portion of the decrease also relates to $10 million of adviser [ph] payments in the prior year period as well as $5 million lower manager expenses. The remaining improvement represents lower corporate operating expenses. Specifically with regard to the operating expense of the Restaurant Group, we have continued to make significant changes. The O'Charley's brand implemented a significant SKU reductions last month, along with other store level improvements aimed at reducing labor and enhancing the guest experience. We also have a new President, a new Chief Operating Officer and a new Chief Financial Officer in place. Next month, the Restaurant Group will move from its long-time headquarters to a new location that is approximately 20% the size of the current space. This change alone will cut more than…

[Operator Instructions] The first question comes from Kenneth Lee with RBC Capital Markets.

Congrats, Ryan, on your new role. Just one on the JANA Partners. Now that there's a plan to be a 50% owner, could you talk a little bit more about the revenue and earnings profile of the business and perhaps also as well, just remind us again the assets under management of the business.

Ken, this is Ryan. First off, thank you. I'm just trying to think what -- I think at a high level, I don't want to get into kind of revenue and earnings figures. But I think at a high level, the business has significantly higher AUM than we originally invested. It's north of $2 billion and it's been performing very well from a financial profile. So we are very excited about the investment. I think when we look at the deal value, we think it's at an attractive price and we're really optimistic around what we can do with JANA going forward. And I think it shows kind of how we're trying to -- that we will try and prioritize new investments with them that we think could be very impactful with Cannae in addition to our investment in their business which we think is also -- will be very positive for the company.

And then, just a brief follow-up here. Are there any longer-term plans to potentially increase the ownership percentage of JANA Partners sometime down the line?

At the current time, there are no plans to increase the ownership percentage. We think the structure that we have today works very well.

Very helpful there. And just one more follow-up, if I may. Have there been any subsequent or recent discussions with the investor Carnot Capital? And any kind of thoughts around some of the recent actions that you've taken there?

In terms of the dialogue, I think that you can look publicly and see what's out there. We obviously have a view of what we are doing in our strategic plan and we continue to move forward on that plan. And we're open to discussions with them or any other investors as we move forward about how we create shareholder value.

[Operator Instructions] The next question comes from Ian Zaffino with Oppenheimer.

So I just wanted to delve a little bit into the Vitality Stadium acquisition. Help us understand the opportunity there, some of the economics there and what's kind of going on?

Of course. The deal hasn't closed yet. So I want to be sensitive around some of the specific financial metrics. But at a high level, we think that it's a very attractive -- the stadium investment and redevelopment is an incredibly attractive proposition for the team. First off, as we talked about on the last call, we've been looking at whether we do a new stadium or whether we do a redevelopment. And as we looked at the financial analysis, we believe that it was much more compelling from a financial perspective to do a redevelopment. Look at the fans have been in the stadium since 1910, so there's an identity with the stadium but we're also able to significantly improve the brand, the look of the stadium, the feel and get a lot more fans in there. But we think that just looking at the return on assets will be -- from the total investment, the EBITDA they could generate and through both phases, as I mentioned in my prepared remarks, there'll be a Phase 1 and Phase 2. But it will be kind of a mid-teens type return without thinking of any financing or other ways. So it's -- we think it's both a great opportunity for the Club, the brand and we think it's attractive financially as well.

Okay. And then also, when you think about the incremental capital that you plan to deploy going forward on M&A, how are you thinking about that? Because I know you talk a lot about Black Knight being a big kind of source of maybe some acquisitions you could do or something else. But is that kind of how you're thinking about it now in that you want to create more of these kind of network effects of owning multiple teams? Or do you think we're kind of done with that and we're going to deploy capital elsewhere?

Well, I mentioned on the call that Black Knight raised a bunch of capital that Cannae participated in. I think in the short term, that's not going to be a focus of capital. But for the additional $25 million that I referenced on the call, I think -- look, I think that a deal -- like the JANA deal is obviously an area that we're -- we've invested some capital. We obviously looked at Watkins last year. But how we're thinking about capital more broadly is we've obviously are returning a significant amount of capital related to the D&B transaction and share repurchases, dividends and then paying down some of the margin loan. But at the same time, we need to also be mindful of there will be -- we will opportunistically make investments in businesses or situations that we think can deliver an attractive return. But clearly, in the short term, we're using the majority of our capital to buy back stock.

This concludes the question-and-answer session. I would like to turn the conference back over to Ryan Caswell for any closing remarks. Please go ahead.

Thank you. In conclusion, we believe there remains significant embedded value in Cannae's portfolio and upside in our stock price as we continue to execute on our strategic plan and position Cannae for long-term success as a permanent capital vehicle. Thank you for your time.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.