What the changes say
- Restaurant risks now emphasize falling guest counts, sales and margins, alongside higher commodity, energy and transportation costs.
- JANA adds exposure to market-value swings, poor investment performance and US regulatory reforms that could reduce assets, revenue and earnings.
- Cybersecurity disclosure expands to Restaurant Group systems, while D&B-specific data, competition and FTC risks are no longer listed.
- Complex investments are now described as existing holdings, with structures potentially limiting control or timely value realization.
What changed since the prior 10-K
New
- NewRisks Relating to the Restaurant Group
their guest counts, sales and profit margins could decline, which could have a material adverse effect on our business, financial condition and results of operations
Lower guest counts, sales or profit margins at the restaurant businesses could materially reduce Cannae’s results.
- NewRisks Relating to JANA
Changes in the value levels of equity, debt, real assets, commodities, foreign exchange or other asset markets, including from the impact of global trade policies and tariffs, may cause investments, revenue and earnings to decline
Market movements, volatility, tariffs and other global fiscal, monetary or trade policies could reduce JANA’s investment values, fees and earnings.
- NewRisks Relating to JANA
Poor investment performance could lead to the loss of clients and may cause AUM, revenue and earnings to decline
Poor performance versus benchmarks or competitors could cause clients to withdraw, switch to lower-fee products, or reduce performance fees and AUM.
- NewRisks Relating to JANA
Regulatory reforms in the US could expose JANA to increasing regulatory scrutiny, as well as regulatory uncertainty
US regulatory reforms could increase JANA’s compliance costs and scrutiny, force operating changes, trigger litigation, or alter clients’ investment strategies.
- NewRisks Relating to the Company's Structure
and cause it to lose clients, adversely impact its operations, sales and operating results and require it to incur significant expense to address and remediate or otherwise resolve such issues
Cyberattacks, data loss, system outages or unauthorized access could disrupt Cannae’s businesses, trigger liability and fines, increase remediation costs, and damage reputation.
Dropped
- DroppedRisks Relating to our External Management Structure and Our Manager
Our Manager can resign on 180 days’ notice, subject to a limited extension, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could materially adversely affect our financial condition, business and results of operations as well as the market price of our shares
- DroppedRisks Relating to the Restaurant Group
advertisement, to establish concept recognition, our restaurant businesses may be more adversely affected by negative customer experiences than other dining establishments, including those of our restaurant businesses' competitors
- DroppedRisks Relating to Dun & Bradstreet
D&B faces significant competition for its solutions, which may increase as D&B expands its business
- DroppedRisks Relating to Dun & Bradstreet
A failure in the integrity of D&B's data, models, or the systems upon which it relies could harm its brand and result in a loss of sales and an increase in legal claims
- DroppedRisks Relating to Dun & Bradstreet
D&B could lose its access to data sources or ability to transfer data across the data sources in markets it operates, which could prevent D&B from providing its solutions
The Manager could resign on 180 days’ notice, leaving Cannae unable to find a suitable replacement.
- DroppedRisks Relating to Dun & Bradstreet
D&B notice regarding alleged violations of the Consent Order and a potential FTC enforcement action. D&B is discussing a potential resolution of the matter with the FTC
Reworded
- 88% rewrittenRisks Relating to the Company's Structure
We currently have, and may continue to pursue, investments in businesses that involve or may involve business, regulatory, structural, legal, or other complexities, which could have a material adverse effect on our business, financial condition, and results of operations
The risk now covers existing complex investments, especially structures that may limit Cannae’s control or timely realization of value, not only future opportunities.
Was: We may often pursue opportunities that involve business, regulatory, legal or other complexities, which could have a material adverse effect on our business, financial condition and results of operations
- 75% rewrittenRisks Relating to the Company's Structure
Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data could result in significant harm to our reputation or the reputation of any of the businesses we own
The disclosure removes detailed D&B cyber and data-volume examples and adds Restaurant Group reliance on IT for orders, payments, supply chains, analytics and customer data.
- 61% rewrittenRisks Relating to our Management Structure and Our Manager
Members of our management team may engage in activities that compete with us or our businesses
The text no longer says the Manager currently manages no similar businesses or describes the relationship as non-exclusive.
Was: Our Manager and members of our management team may engage in activities that compete with us or our businesses
- 51% rewrittenRisks Relating to the Restaurant Group
Increased commodity, energy and other costs could decrease our Restaurant Group companies' profit margins or cause the Restaurant Group companies to limit or otherwise modify their menus, which could have a material adverse effect on our business, financial condition and results of operations
No substantive change: the risk still concerns volatile ingredient, energy and transportation costs reducing Restaurant Group margins.
- 43% rewrittenRisks Relating to our Management Structure and Our Manager
The Management Service Agreement was negotiated between related parties and the terms, including fees payable, may not be as favorable to us as if it were negotiated with an unaffiliated third party
The risk now covers both the Management Services Agreement and MSA Termination Agreement, and identifies the Manager’s current owner as the Vice Chairman.
- 32% rewrittenRisks Relating to the Company's Structure
The loss of key personnel or directors could impair our operating abilities and could have a material adverse effect on our business, investments in operating companies, financial condition and results of operations
Directors are added alongside senior management and officers as key personnel whose departure could impair operations and shareholder value.
Was: The loss of key personnel could impair our operating abilities and could have a material adverse effect on our business, financial condition and results of operations
- 26% rewrittenRisks Relating to our Management Structure and Our Manager
Conflicts of interest could arise in connection with certain of our directors’ and executive officers’ discharge of fiduciary duties to our shareholders
The conflict discussion now also covers directors and officers serving in those roles at other companies.
All 32 risk factors
Headings as the filing states them, in filing order.
Risks Relating to our Management Structure and Our Manager
- 01The Management Service Agreement was negotiated between related parties and the terms, including fees payable, may not be as favorable to us as if it were negotiated with an unaffiliated third party43% rewritten
- 02Our executive officers and directors may allocate some of their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs, which may materially adversely affect our results of operations
- 03Conflicts of interest could arise in connection with certain of our directors’ and executive officers’ discharge of fiduciary duties to our shareholders26% rewritten
- 04Members of our management team may engage in activities that compete with us or our businesses61% rewritten
Risks Relating to the Restaurant Group
- 05their guest counts, sales and profit margins could decline, which could have a material adverse effect on our business, financial condition and results of operationsNew
- 06Increased commodity, energy and other costs could decrease our Restaurant Group companies' profit margins or cause the Restaurant Group companies to limit or otherwise modify their menus, which could have a material adverse effect on our business, financial condition and results of operations51% rewritten
- 07The success of the Restaurant Group depends, in part, on its intellectual property, which we may be unable to protect
Risks Relating to Alight
- 08Alight faces significant competition and its failure to compete successfully could have a material adverse effect on the financial condition and results of operations of its business
- 09Compliance with applicable laws and regulations including changes in such laws and regulations, their application and their interpretation, could have an adverse effect on Alight's business
- 10Issues relating to the use of new and evolving technologies, such as Artificial Intelligence and Machine Learning, in Alight's offerings may result in reputational harm and liability
Risks Relating to Black Knight Football
- 11BKFC is dependent on the performance and popularity of its football clubs
- 12BKFC's business is dependent upon its ability to attract and retain key personnel, including players
- 13Negotiation, pricing and terms of key media contracts are outside of Black Knight Football's control and those contracts may change in the future or expose it to certain risks
- 14The markets in which Black Knight Football operates are highly competitive and increased competition could adversely affect Black Knight Football's results of operations, financial condition and cash flow
Risks Relating to JANA
- 15Changes in the value levels of equity, debt, real assets, commodities, foreign exchange or other asset markets, including from the impact of global trade policies and tariffs, may cause investments, revenue and earnings to declineNew
- 16Poor investment performance could lead to the loss of clients and may cause AUM, revenue and earnings to declineNew
- 17Regulatory reforms in the US could expose JANA to increasing regulatory scrutiny, as well as regulatory uncertaintyNew
Risks Relating to the Company's Structure
- 18We may become subject to the Investment Company Act of 1940
- 19Certain executive officers and members of our Board serve on the boards of directors of other entities or are employed by other entities, including but not limited to Alight, BKFC, JANA, CSI, Minden Mill and Watkins
- 20An inability of our material unconsolidated affiliates to maintain effective financial reporting processes may adversely impact our ability to report our results of operations or financial condition accurately and timely
- 21The loss of key personnel or directors could impair our operating abilities and could have a material adverse effect on our business, investments in operating companies, financial condition and results of operations32% rewritten
- 22Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data could result in significant harm to our reputation or the reputation of any of the businesses we own75% rewritten
- 23and cause it to lose clients, adversely impact its operations, sales and operating results and require it to incur significant expense to address and remediate or otherwise resolve such issuesNew
- 24If Cannae or its businesses are unable to protect their computer systems, software, networks, data and other technology assets it could have a material adverse effect on the value of our businesses, and ultimately, our financial condition and results of operations
- 25We may make acquisitions in lines of business that are not directly tied to or synergistic with our current subsidiary companies. Accordingly, we may in the future acquire businesses in industries or geographic areas with which management is less familiar than we are with our current businesses
- 26We currently have, and may continue to pursue, investments in businesses that involve or may involve business, regulatory, structural, legal, or other complexities, which could have a material adverse effect on our business, financial condition, and results of operations88% rewritten
- 27We and the businesses we own and manage, from time to time in the ordinary course of business, are involved in legal proceedings and may experience unfavorable outcomes, which could have a material adverse effect on our business, financial condition and results of operations
- 28The lack of liquidity in certain of our ownership interests may adversely affect our business
- 29Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could benefit our stockholders
- 30Our consolidated financial statements include estimates made by management and actual results could differ materially from those estimates
- 31The global operations of some of our ownership interests, including Alight and BKFC, may subject us to risks that could negatively affect our business
- 32Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance related matters create a variety of risks for our business
Other Cannae Holdings 10-Ks
- FY2024 10-K risk factors33 risks
Cannae is exposed to management and governance conflicts through its Chairman CEO running the external Manager and overlapping boards. Portfolio companies like Restaurant Group D and B Alight and Black Knight Football carry distinct operational regulatory and market risks. Significant risks include related party agreements time allocations complex acquisitions and illiquid privately held investments.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.