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Cannae Holdings, Inc.
8/7/2020
Good morning and welcome, ladies and gentlemen, to the Kenai Holdings Second Quarter 2020 Earnings Conference Call. During today's presentation, all parties will be in the listen-only mode. Following the presentation, the conference will be open for questions with instructions to follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Shannon DeBean, Investor Relations for Kenai Holdings. Please go ahead.
Thank you, Operator, and good morning, everyone. We appreciate your participation in our second quarter 2020 earnings conference call. Joining me today are Kaniyia's Chairman, Bill Foley, Chief Executive Officer, Rick Massey, Executive and Vice President, Corporate Finance, David Ducamin, and Chief Financial Officer, Bryan Coy. As a reminder, a replay of this call will be available through 1159 p.m. Eastern Time on August 14, 2020. Before we begin, I'd like to remind you that this conference call may contain forward-looking statements that involve a number of risks and insurgencies. 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 managers' 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, the risks and other factors detailed in our press release, which was released this morning, and in the statement regarding forward-looking information, risk factors, and other sections of Kaniyia's Form 10-K and other filings with S.E. States. Let me now turn the call over to Bill.
Thank you, Shannon. Through the second quarter, we continue to monetize investments, nurture our portfolio companies, make new investments, and prospect for future investment opportunities. During my career, I have endured many challenging environments, all of which helped shape my investment philosophy. Despite a more uncertain economic outlook, our strategy is unchanged. As a result, Kenai was built with a fortress-like balance sheet to weather the storm and take advantage of market dislocation. Over the last few months, we have seen our deal pipeline expand and are pleased with our new investment opportunities we have both been presented and sourced. Given this backdrop, we have made real progress deploying our capital into attractive investments that we believe will grow the franchise value of Kenai. Our primary accomplishment in the second quarter was the initial public offering of Dun & Bradstreet, or DNB, where they listed their shares on the New York Stock Exchange on June 30th at a price of $22 per share, having raised $2.4 billion in net proceeds. Kenai invested in a concurrent private placement at a share price of $21.67 and currently owns approximately 18% of DNB. Kenai's ownership position is valued at $1.95 billion. Given D&B's closing price of $25.50 on July 31, 2020, we look forward to continue supporting D&B's strategic transformation and growth. To capitalize on the many larger investment opportunities we see, Canai entered into a forward purchase agreement with Foley, Trasmeen, Acquisition Corp., or FTAC, in which Canai now has a 20% share of the promote. As an anchor investor and a member of the sponsor group, we look forward to working with our partners at THL to identify prospective target businesses with the industries of financial technology or business process outsourcing. We are actively evaluating targets for this capital pool and will update you once we have a definitive agreement with a target. In addition to Kenai's investment in FTAC, Kenai entered into a forward purchase agreement with Trevia Acquisition Corp., or Trevia. in which Kenai is an anchor investor with a 15% economic interest and a founding member of the sponsor group. Again, we look forward to working with Frank Martieri and the team, lending our experience with this transaction. More recently, earlier this week on August 3rd, Kenai entered into a forward purchase agreement with FDAC Acquisition Corp. II for $150 million on similar terms to Trivia Corp. Subsequent to the quarter end, Black Knight announced its definitive purchase agreement to acquire Optimal Blue, a leading provider of secondary market solutions and actionable data services for an enterprise value of $1.8 billion. Black Knight will combine its Compass Analytics with Optimal Blue, a newly formed entity in which Canai will own approximately 20% ownership interest for an equity contribution of $290 million. Lastly, Kenai disclosed ownership interest in partnership with Senator Investment Group of approximately 12 million shares and economic equivalents in CoreLogic during the second quarter. On June 26th, Kenai, along with Senator Investment Group, submitted an unsolicited proposal to acquire CoreLogic for $65 a share, a $37.3 million share price. After spending nearly a year performing extensive outside due diligence, There are no material uncertainties to our proposal, including financial or regulatory. We are disappointed that CoreLogic has declined our proposal. Subsequent to quarter end on July 29th, we announced the initiative and process to call a special meeting of shareholders in order to elect nine independent and highly accomplished directors to the CoreLogic Board of Directors. Unfortunately, given where we are in this process, I am unable to provide any further updates at this time. or answer questions regarding this matter. To finance these investments and further rebalance our portfolio, we sold 3.7 million shares of Ceridian at a price of $64.40 a share. This resulted in gross proceeds of approximately $238.3 million and we recorded a gain of $53 million. As of July 31, 2020, Kenai owned 16.1 million shares of Ceridian stock worth $1.3 billion. We also completed a secondary offering of approximately 12.65 million shares of Kenai, in which we raised proceeds of approximately $455 million. This offering helped us broaden our institutional shareholder base, provide capital to fund future transactions, and reintroduce the Kenai story to the investment community. To conclude, we have made significant progress expanding our portfolio of investments, which we believe positions Kenai for continued value creation and outperformance. We are well-positioned to deploy our capital as potential deals arise, and we remain very optimistic about our future. Before I turn the call over to Bryan Coy, our new Chief Financial Officer, I want to first thank Rick Cox for his service to Kenai. Rick resigned from the company two weeks ago, and we are excited to have Bryan join our team. I've gotten to know Bryan very well over the course of the last few years, as he is the CFO for Black Knight Sports Entertainment, the Vegas Golden Knights. and I look forward to working with him in his role at Kenai. With that, I will now turn the call over to Bryan to provide a brief overview of our financial results.
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