Cannae amends management agreement; fee cut to 1.25% above $2.5B, termination fee reduced to $20M

Cannae Holdings, Inc.

Management fee reduced from 1.5% to 1.25% for Cost of Invested Capital over $2.5 billion.
Base termination fee cut from ~$40M to $20M; $40M if triggered by third-party change of control.
New Related Person Transaction Committee required to review affiliate transactions.
Amended MSA has five-year initial term with automatic one-year renewals.
Effective September 30, 2023; amends and restates prior 2019 agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cannae Holdings, Inc. amended Second Amended and Restated Management Services Agreement with Trasimene Capital Management, LLC valued at Management fee reduced from 1.5% to 1.25% for amounts greater than $2.5 billion of Cost of Invested (effective 2023-09-30).

Action: amendment
Counterparty: Trasimene Capital Management, LLC
Value: Management fee reduced from 1.5% to 1.25% for amounts greater than $2.5 billion of Cost of Invested
Effective: 2023-09-30

Exact text from the filing

On September 30, 2023, Cannae Holdings, Inc. (the "Company"), Cannae Holdings, LLC ("Cannae LLC") and Trasimene Capital Management, LLC (the "Manager") entered into a Second Amended and Restated Management Services Agreement (the "Amended MSA") which amends and restates the Management Services Agreement dated as of August 27, 2019, as amended on January 27, 2021 and further amended on August 4, 2021 (the "Original MSA").

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Cannae Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001704720-23-000081

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