Cannae Holdings, Inc. Aktie

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings, Inc. First Quarter 2026 Financial Results Conference Call.

[Operator Instructions]

As a reminder, this conference call is being recorded, and a replay is available through 11:59 p.m. Eastern Time on May 25, 2026.

With that, I would now like to turn the call over to Mr. Jamie Lillis of Solebury Strategic Communications. Please go ahead, sir.

Thank you, operator, and good afternoon. Thank you for joining Cannae Holdings, Inc. First Quarter 2026 earnings call. On today's call are Ryan Caswell, Chief Executive Officer; and Bryan Coy, Chief Financial Officer.

Before we begin, I'd like to remind listeners that this call may contain forward-looking statements and references to non-GAAP financial measures. 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. These statements are subject to risks and uncertainties described in our shareholder letter and SEC filings, and we undertake no obligation to update forward-looking statements. With that, I will turn the call over to Ryan.

Thank you, Jamie. Good afternoon. On the call today, I want to cover 4 key topics: how we allocated our capital in the quarter, what is happening at our largest sports asset, Black Knight Football, where we stand on the restaurant business and exiting additional non-core assets, and how we are managing the holding company. Starting with capital allocation. In the first quarter, we returned approximately $51 million to shareholders through a combination of buybacks and our regular dividend, which currently provides a 4.2% dividend yield. Year-to-date, this $51 million represents about 86% of all the capital we have allocated. The remaining 14% of our capital went to existing investments. A year ago, the comparable shareholder figure return was about 70% to shareholders.

The shift toward buybacks was deliberate in the quarter as we viewed the highest return investment available to us was our own equity. We will analyze our capital allocation on an ongoing basis to determine what maximizes shareholder value between capital returns and new investments. On the buyback specifically, year-to-date, we have repurchased 3.4 million shares, representing about 7.3% of our shares outstanding for $43 million. Our board expanded the repurchase authorization to 14.9 million shares during the quarter so we can continue opportunistic buybacks. Now to Black Knight Football, which is the largest single position in our portfolio and in my view, the asset with the greatest upside. AFC Bournemouth currently sits in sixth place in the Premier League.

If the club holds that position, it will be the highest finish in the club's 127-year history, and it would qualify the club for European competition for the first time. European qualification is not just a sporting milestone. It materially changes the commercial, branding, and economics of the club. The sporting results are even more notable because over the last 18 months, we have sold top players to Manchester City, Real Madrid, Paris Saint-Germain, and Liverpool, totaling roughly $360 million in transfer fees. We have done this and gotten better results, not worse. That is the platform in our investment and operating strategy working. Let me give you one specific example because I think it captures the entire investment thesis of the multi-club.

A player named Eli Junior Kroupi, who is 19 years old and came up through the academy at FC Lorient, which is a club we own. In January of last year, AFC Bournemouth, another club we own, acquired him from Lorient and let him remain at the club for the remainder of the season to develop and help with their requalification to Ligue 1. This season, he moved to Bournemouth. He is the leading scorer for Bournemouth, and he has scored more goals in a single Premier League season than any teenager in the history of the Premier League. That is the multi-club platform in one transaction.

We developed an asset at a club and moved that asset onto another club at the appropriate time for the team and the player. In the end, both clubs benefit from an economic and a sporting perspective, and the player benefits and improves his career trajectory. This represents the value of the multi-club platform and will drive returns for our investment at Black Knight Football. The financial picture is consistent with the sporting one, with double-digit increases in revenue and EBITDA hitting $136 million, given significant player sales and improved revenues referenced above. Bryan will go into these numbers in more detail in his remarks. We posted a detailed overview of Black Knight Football on Cannae's website during last quarter. I would encourage everyone on the call to spend some time with it as it captures our work. Now to the restaurants.

The strategic process around the restaurant group that we announced previously is ongoing. What I can update you on today is that the board's position is unchanged. This is a non-core asset, and our focus is to monetize the asset, maximize proceeds, and redeploy that capital into either higher returning investments, which will grow our NAV or into our own stock. We are working hard to achieve this outcome and expect to be able to give you a more substantive update on the next call. More broadly, the board continues to review our entire portfolio every quarter for the optimal time to sell non-core assets. Restaurants are not the only one we are evaluating. You should expect continued movement in our portfolio, which I will detail at the appropriate time. The last topic from me is the holding company itself.

We continue to focus on reducing our corporate holding company costs. I will let Bryan expand upon it in his comments, but for the first quarter, our corporate holding company costs are down approximately 45% from last year, which reflects the discipline of the board and the management have applied to reducing corporate holding company costs. On governance, the board continues to evaluate further governance enhancements. In the first quarter, we refreshed our committee composition to include the 4 new directors elected last year, which brings new perspective into committee deliberations. In summary, we are executing our plan. We are looking for ways to concentrate the portfolio further into sports and entertainment-related assets while monetizing our non-core assets. We are opportunistically returning meaningful capital to our shareholders at prices we believe are well below intrinsic value.

We are improving our portfolio companies and providing more transparency into each of them. We are reducing holding company costs. We will keep doing these things until the discount closes and NAV increases. With that, I will turn the call over to Bryan.

Thanks, Ryan. Good afternoon. I'll walk through the first quarter results and then close with a brief note on the balance sheet and liquidity. Total operating revenues for the first quarter were $96 million, down 7% year-over-year. The entirety of that decline came from the restaurant group, which reflects the closure of 8 O'Charley's locations since March of last year and lower traffic at both brands. At Ninety Nine, higher average guest checks nearly offset the traffic decline. At O'Charley's, pricing recovered roughly half of the traffic drop. Revenue at Brasada Ranch was approximately flat quarter-over-quarter. Total operating expenses were $118 million in the first quarter of 2026, compared with $125 million in the prior year first quarter. This reflects flat operating expenses for the restaurant group and decreased holding company expenses.

The cost of restaurant revenues decreased by just over $7 million on the lower top-line volume I discussed a moment ago. That decrease was offset by an approximately $8 million of non-cash impairments on the restaurant right of use and assets and fixed assets. Continuing our efforts to further transparency, we added more disclosure on corporate holding company expenses within the MD&A section of our 10-Q that is filed today. In the meantime, I will note that the holding company expenses were $8.9 million in the first quarter of 2026, compared against $16.1 million in the same quarter last year, a $7.2 million or 45% reduction year-over-year.

That reflects a $3.6 million decrease in corporate personnel costs on lower bonus and stock compensation after the management transition and no management or termination fees, compared to $3.6 million in the first quarter of last year. We expect this run rate to continue throughout the remainder of the year. Looking at our equity method investments, which include Black Knight Football. Earlier, Ryan noted that total revenue at Black Knight Football increased 19% to $274 million for the 12 months ended December 31, 2025. That revenue growth came from on-field performance from higher commercial revenue at Bournemouth and from the inclusion of Mauriense for the half year.

EBITDA grew from $12 million in calendar year 2024 to $136 million in 2025, driven by a nearly fourfold increase in player trading profits from $30 million in '24 to $113 million in 2025. Adjusted EBITDA, which excludes player trading profits, improved from negative $5 million in 2024 to positive $21 million in 2025 on improved operating leverage net of higher player wages. On the remaining EMIs, a large driver of the year-over-year variance is a valuation gain on our CSI holding that benefited the prior year period.

Turning to the balance sheet. At the corporate level, Cannae had $123 million of cash at quarter end. After continuing buyback since the quarter close, we have approximately $90 million today. We filed our corporate tax return and refund claim in March. We expect to receive about $45 million cash refund and approximately $10 million of additional tax assets later this year, after a portion of the refund was recharacterized as carryforwards. During the first quarter, we terminated Cannae's margin loan, which reduces commitment and custody fees by approximately $350,000 annually. After that termination, the only corporate level debt outstanding is $48 million of 5% fixed rate interest-only term debt that doesn't mature for over 4 years.

With that, operator, please open the line for questions.

[Operator Instructions] We'll go first this afternoon to Kenneth Lee of RBC Capital Markets.

Just one on the portfolio allocation. Just given the longer term shift towards sports and media investments, how should we think about some of the investments that were done in the past, for example, Jana Partners, Walk-Ins, I guess most of the other investments, except for outside of BKFC, is the plan to eventually monetize pretty much all of them? Thanks.

Yes. Thanks, Ken. We are pushing to sports and entertainment-related assets, but with that being said, we like all of the investments that we have, and we think there's attractive attributes. What I do on a quarterly basis is I review our entire portfolio with the board, and we determine whether it makes sense to divest any of the assets. When appropriate, we will obviously disclose any of the conclusions that the board comes to, similar to what we did with the restaurant group.

Got you. In terms of capital returns, has there been any updated evaluation, and I know that you've done some evaluation in the past in terms of returning capital either through buybacks or continue to return it through buybacks, or have you given dividends or special dividends a thought as well? Thanks.

Yes. Currently, in terms of buybacks, we remain committed to share buybacks and as evidence from purchases thus far this year. We have not looked at special dividends or things like that. We obviously have the ongoing dividend. I think more broadly, we look at capital allocation and liquidity on an ongoing basis and look to what will maximize shareholder value between capital returns and new investments, and that's a framework that we will continue going forward.

Got you. One more for me. Just once again, looking across the portfolio, are you also maintaining active dialogue or having a pipeline of potential opportunities or new investments? Maybe just want to get a little bit more color around that. Thanks.

We are. I think we are leveraging our the network that we have, given the success that we've had in some of our sports assets, and we try to disclose a bit more around this in our in or we will disclose in an updated investor deck that will be out later today. We are looking at different deals. Each new investment that we look at, we are trying to determine whether it makes it is higher value for our shareholders to invest in a new business or to continue the share buyback. Last quarter, we spent the money on share buyback, but we are seeing a lot of deals and we'll do that analysis going forward.

We'll go next now to Ian Zaffino at Oppenheimer.

kind of a follow-up on the buyback question is, how do you think about sizing buybacks, you know, stock's very, very cheap here. How are you thinking about just really kind of pulling the trigger on incremental buybacks? When you think about your alternative use of cash and investing, how high is the bar for new investments? You know, is there like a very kind of minimal chance you're going to be doing incremental investments, or is there still a very high chance you're doing incremental investments? If so, you know, maybe give us an example of what you look for, maybe what area of kind of your verticals you're in.

Thanks. Let me try and take those, one at a time. First, in terms of buybacks, and trying to size the buyback, we think about liquidity, and liquidity over the next, you know, 6 to 12 months in terms of how we think about the buybacks, and that liquidity analysis also includes the timing of some of these other non-core asset sales. I don't want to provide a specific size framework. You obviously can look back with what we did in the first quarter and historically. For each buyback and each, we are looking at liquidity and the capital allocation framework that I mentioned before. In terms of new investments, management and the board are focused on trying to maximize shareholder value through the growth of NAV over time.

We have talked about how we're transitioning the portfolio to sports and entertainment assets. In order to do that, we do need to make new investments. We're being thoughtful and mindful around those in terms of, again, thinking about size and liquidity, and valuation and future performance. We believe that transitioning the portfolio to the sports-related assets will create the most shareholder value over time.

Okay, thanks. Just a follow-up. Where are we as far as the strategic alternatives for the restaurants? You talked a lot about their performance, where are we as far as the strategic alternatives?

As I mentioned, in my prepared remarks, the strategic alternatives, the process is ongoing. We are looking to maximize the value and the proceeds from each asset. We think that by the next quarter, we'll have a more fulsome update. The board's firm view is these are non-core assets, and we are working to monetize them.

[Operator Instructions] We go next now to Oscar Nieves at Stephens.

My first one is on the buyback. Back in 2024, Cannae bought a sizable chunk of shares outstanding through a tender offer. My question is, given how many shares are still available under the current buyback program and potentially the proceeds from the restaurant business, would the company consider the possibility of executing a structured process like that in 2024?

Yes. Thanks, Oscar. Right now we're focused on open market buybacks. We did do a tender before, so it is something that we could consider if we couldn't get the volume or the pricing that we wanted. We bought the shares at a premium and the stock traded down. In the short term, we are most focused on open market purchases as the form of buybacks.

That's helpful. My next one is, what can you tell us about Alight and the current thinking on that investment?

We are optimistic about Alight and the new, the new CEO. I would turn you to his more detailed remarks in terms of the performance of the business. We've been a holder of the business for a while and are supportive of him and the business. As I said earlier, is we will, we will review quarterly each of our investments with our board to make a determination on what's the appropriate timing.

Okay. My last one is, on the $55 million tax refund, or I guess $45 million you mentioned earlier, how are you thinking about allocating that capital between buybacks and potential incremental investments in some of the core assets? Also, what will ultimately drive that decision?

We will look at allocating that capital similar to how we look at allocating any liquidity that we have on our balance sheet, which is what we determine to be the most attractive use of capital at that time for our shareholders. In this last quarter, we allocated about 86% of our excess capital or of our capital to buybacks and dividends. It will be a case-by-case basis when the timing comes in and where we are in terms of investments or where our stock price is trading.

Gentlemen, it appears we have no further questions this afternoon. Mr. Caswell, I'll turn things back to you, sir, for any closing comments.

I want to thank you all for the support as we continue to execute our strategic priorities. We look forward to update you on our progress next quarter. Thank you very much.

Thank you, gentlemen. Again, ladies and gentlemen, this will conclude the Cannae Holdings, Inc. First Quarter 2026 earnings conference call. Thank you all so much for joining us today. We wish you all a great afternoon. Goodbye.

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings Inc. Fourth Quarter and Full Year 2025 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded, and a replay is available through 11:59 PM Eastern Time on March 9, 2026.

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 CEO, 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 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. Over the last year, we have made substantial progress executing our strategic initiatives outlined in 2024 designed to generate long-term shareholder value. Notable accomplishments in 2025 include the further transformation of our portfolio with the sale of Dun & Bradstreet to [indiscernible] Capital for total proceeds of $630 million to Cannae. In the fourth quarter, we also sold shares of [ Paysafe ], System1 and Sightline to realize losses, which created a $55 million tax refund that will be paid to us in the summer of 2026.

We continued significant returns of capital to shareholders through the repurchase of $323 million of stock, representing 17.4 million shares, or 28% of our shares outstanding. We also increased our dividend by 25% to $0.15 per quarter, and paid $30 million in total dividends in 2025. We made new investments in proprietary opportunities where we can help drive value. In 2025, Cannae invested an additional $50 million in Black Knight Football Club and also invested an additional $67.5 million in JANA Partners to increase our ownership from 20% to 50%.

With these investments and the sale of public securities like D&B, our portfolio today is primarily investments in proprietary private opportunities that public investors otherwise wouldn't be able to add us. We believe it is important to provide our investors with these differentiated investment opportunities and invest in structures where Cannae can [ buy ] value.

We have also continued to create value in our portfolio companies. This is best evidenced by activity at our largest investment, Black Knight Football, which continues its strong performance across our group of clubs. Today, AFC Bournemouth [indiscernible] in 8th place in the Premier League with 38 points through 27 matches. This performance is a testament to the coaching and recruiting staff at AFCB. Over the last 2 transfer windows AFCB has generated over $400 million in transfer proceeds, which according to third-party reports, represents the second highest net profit in European football, and demonstrates the team's ability to maximize profits while continuing to refresh the squad and drive performance.

We also continue to make progress on our stadium expansion. We recently reviewed planning approval from the local council and Phase 1 of our stadium renovation is expected to be completed by the '26/'27 season. Phase 1 will now increase total capacity by approximately 1,500 seats, but will increase hospitality by [ 600 seats ], or approximately 100%. Phase 2 will be completed by the start of the '27, '28 season, and increase capacity to over 20,000 seats, an approximately 80% increase in capacity.

In January, we acquired the remaining 60% of FC Lorient for approximately EUR 60 million through a combination of Black Knight Football stock and cash. The value was based roughly on the put call that was structured in the 2023 purchase. BKFC now owns of FC Lorient, and we are excited about the strategic potential of the team within our multi-club. The team sits in 9th place in League 1, and is in the quarter finals of the [ French Cut ]. After 23 matches, [indiscernible] at Football Club sits in 7th place in the Premiere League with 33 points from 10 wins [indiscernible] 3 drops. The success of each team demonstrates the upside of our multi-club operations, and we remain excited about the value we are creating for an eventual monetization.

Despite our accomplishments in 2025, the Board and management team are not satisfied with our stock price and believe that it does not reflect the intrinsic value of our assets, or the long-term potential of the platform. As a result and based on feedback from our shareholders, the Board has established a new set of strategic priorities designed to provide greater clarity and drive sustained long-term value creation for our shareholders. The tenets of this strategy are as follows.

One. Portfolio transformation and strategic focus. We are accelerating the transformation of our portfolio to concentrate primarily on sports and entertainment related assets where Cannae has demonstrated a differentiated competitive advantage. We continue to benefit from access to proprietary investment opportunities in these sectors and intend to build a more focused, efficient portfolio of synergistic assets where Cannae can actively drive value creation. As part of this transformation, we will continue to monetize nonstrategic assets in a disciplined manner to redeploy capital towards higher returning opportunities. As a result, Cannae is exploring strategic alternatives with regards to its restaurant group.

Two, enhanced operating performance and transparency. We are intensifying our efforts on improving the operating performance of our portfolio companies, while increasing the level of disclosure provided to our shareholders. Beginning this quarter, we are broadening our reporting to provide greater visibility into asset level operating value -- asset level operating results and value creation initiatives at our portfolio companies. This can be seen from the information provided in our investor letter, and we will also be posting an overview deck of Black Knight Football, our largest investment. On our website that provides more details around the strategy, clubs and financials.

Three, disciplined capital return. Returning capital to our shareholders remains a priority. We are committed to maintaining a consistent quarterly dividend subject to capital -- and subject to capital availability, [indiscernible] selective and opportunistic share repurchases. In the short term, the Board is prioritizing capital flexibility given our current capital base and the focus on the strategic transformation described earlier.

Four, ongoing governance evolution. The Board remains committed to continuous evaluation and enhancement of our governance policies and procedures consistent with best practices. With four new independent directors joining the Board in 2025, the Board has purposely refreshed committees and continues to focus on areas to improve governance and shareholder alignment. We believe executing on these strategic priorities will lead to growth in Cannae NAV and stock price.

With that, I'll turn the call over to Bryan.

Thanks, Ryan. I will walk through our fourth quarter and full year results, followed by a brief note on liquidity. Starting with our fourth quarter results.

Total operating revenues of Cannae were $103 million in the fourth quarter of 2025, a 6% decrease from $110 million in 2024. This was primarily from lower restaurant revenue, a result of generally lower guest traffic and 9 fewer O'Charley's locations that were closed during the year, abated in part by higher average guest checks. This was also slightly offset by higher lot sales and hospitality revenue at [ Persada Ranch ], our resort in Oregon.

Cannae's total operating expenses of $127 million in the fourth quarter of '25, down from $132 million in the prior year. Cannae's current year operating expenses included $12 million of noncash impairment charges, mainly associated with right-of-use assets at certain O'Charley's locations. Absent that noncash charge, Cannae operating expenses decreased by approximately $17 million or 13%. That decrease reflects lower cost of restaurant revenue, lower personnel costs and no external management fees following termination of the agreement earlier this year, as well as other actions taken to reduce corporate operating expenses, which were offset in part by increased professional fees associated with our recent proxy contest.

Of note, below Cannae's operating loss line, recognized -- net recognized losses decreased $8 million in the fourth quarter of 2025, largely comprising mark-to-market losses on our exit from [ Paysafe ]. Equity and losses of unconsolidated holdings was $69 million in the fourth quarter of 2025, and the majority of this represents our share of [indiscernible] fourth quarter results with the large goodwill write-off.

Moving to full year numbers. For the full year 2025, total operating revenue was $424 million, compared to $453 million in 2024, reflecting lower restaurant rotations and associated revenue. Our operating loss was $119 million in 2025, compared to $104 million in 2024. The 2025 figure reflects lower cost of revenue, as well as $24 million of nonrecurring management charges, $14 million of noncash impairment charges at the restaurant group, and $5 million of increased professional fees associated with our recent proxy contest. Without these fees, operating expenses would have declined by approximately 27%. The results below the operating line in 2025 were largely influenced by noncash impairments associated with the [indiscernible] Offset in part by increases in the value of our holdings in the CSI partnership.

Turning to the year-end balance sheet. Cannae had over $1.3 billion in total assets offsetting $330 million of liabilities. At the corporate level, Cannae has over $147 million of cash today, and our only corporate debt outstanding is $48 million of fixed rate, interest-only term debt that doesn't mature for over 4 years. Additionally, as noted above, we expect to receive $55 million in tax refunds this summer.

Operator, we'll now pause and open the line for questions.

[Operator Instructions] The first question will come from Ian Zaffino with Oppenheimer. Pardon me, Kenneth Lee with RBC Capital Markets.

Just in terms of the strategic priorities, the new goals there, you talked about potentially accelerating more to the sports and entertainment side. With that, how do you view the potential monetizations across the portfolio? I think you talked about strategic actions for the restaurant group, but should we consider any other non sports and [indiscernible] as being open for potential monetizations over time?

Ken, thanks for the question. Yes. I mean I think we have started to really transform our portfolio last year with some of the sales of D&B, [ Dayforce ], Paysafe, System1. And then as you rightly pointed out, we announced strategic alternatives related to the restaurant group today. The Board, and we are going through each of the individual assets and trying to figure out where we are and does it make sense for monetization? Clearly, some will be more strategic than others. But with the focus of where it is around sports and entertainment related assets, we will be going through our portfolio and looking at each of our assets and determining the appropriate time. And we make a decision like we did with the restaurants, we will let you know.

Got you. Very helpful there. And one follow-up, if I may. In terms of the JANA partnership there, you've been in partnership for some time now. And obviously, just given the recent market volatility, wondering if there's any change or updated outlook around potential investments associated with that? Or once again, does the recent move towards sports and media kind of not put that on the -- [ front foot ] anymore?

No. We remain very optimistic about our partnership with JANA. They just entered 25 years in business and have had an incredible career, or an incredible track record over that. So we do remain optimistic. We think they are -- they will continue to source us different opportunities. Given the strategic direction around sports and entertainment related assets, the box is maybe a little bit smaller given the capital base that we have today. But we continue to be optimistic about them, the long-term track record and our ability to find stuff with them. But the Board is very focused at the current time on sports and related entertainment assets. So we would have to find something that fits within that box with them.

Got you. And just one more follow-up, if I may. When you look across the current portfolio -- Cannae's current portfolio, across the various fintech and software associated companies within the portfolio. How do you view the risk of AI across that portfolio? And how do you think about potential valuations around there?

Yes. No. We've obviously spent [ a lot ] of time thinking about kind of AI and AI impact across the portfolio. I think we're fortunate that our biggest investment around football. While there may be AI things [ that ] improve processes in the business, sports is quite a ways away from AI.

In terms of the financial services and other businesses that we have, we think they are all incredibly -- or we think most of them are very embedded with long-term contracts and in very important parts of their customers' processes. And so we think that those are more sheltered, and they are trying to basically implement AI into their businesses, and all of them are going through processes, looking at where they can be more efficient with AI. And so we feel good about that.

But clearly, they and we are aware of all of the AI risk that's out there and disintermediation and we're trying to be proactive in thinking with them about things that they can do to make their business more secure from that.

The next question will come from Ian Zaffino with Oppenheimer.

I wanted to ask on -- first, you spent a lot of time on -- [indiscernible] and kind of what you've been doing there. How do we think about the valuation of these businesses? Just kind of given -- one, I don't think you at the valuations in a while. So what would that look like if you did update those valuations?

And [indiscernible] you could give us a framework because I know there's been a bunch of at least U.S. assets that have changed hands at kind of astronomical prices. And so wondering how you guys are thinking about valuation of these assets? Whether it's just a revaluation, or then ultimately what they could be worth?

Yes. Thanks, Ian. So I think there's a couple of ways to think about it. The first is, as you look at the sum of the parts, I mentioned this earlier, but we issued some stock in conjunction with the acquisition of FCL, and we issued that at about roughly 12.5% premium to kind of the par value. And so that's what the mark is based on in our sum of the parts. And I think as we think about the value of the business -- again, we continue to think about over time that where other Premier League teams have traded around 3x. There are some public marks that are out there in that and applying that to our business.

I think what we've also tried to do is if you look in some of the disclosure in the shareholder letter, we've tried to provide more detailed financials on all of our investments. But in Black Knight Football, in particular, for this question, which will give investors more details on the financials of the business, the balance sheet, our ownership. There has been some movement in that, given the purchase of the FC Lorient, as well as [indiscernible]. So some of those will be coming in as the financials are updated. There's a 1-month lag on those -- or I'm sorry, 1 quarter lag. But we've tried to give people much more details into the financial implications, which will allow them and us to better think about what that value is.

Okay. And then the next question will be on SpaceX. What should we expect there? I know you have a small investment in there, but how do we think about that? And I guess if this does go public, would that be like a use of funds for you guys? Would it be a source of funds? How will we look at that investment?

Yes. So if you look in our sum of the parts, we actually broke out the space at investment. And so the value that we're using is based on the publicly announced merger that they had with [indiscernible] AI, excuse me. And so I think as we move forward, clearly, we've been -- the business has done very well since we've owned it, it's up significant value from where we bought it.

But if you think about the strategic -- the strategy that we outlined earlier in the call, it seems like it will be a source of cash for us over time.

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

Thank you, operator. To conclude, while we made progress in 2025, the Board and management are not satisfied with our stock price performance and are executing a new strategic plan to drive long-term value creation. We thank you for your continued support, and we'll update you on our progress as we move forward.

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

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings, Inc. Third Quarter 2025 Financial Results Conference Call. [Operator Instructions]. As a reminder, this conference call is being recorded, and a replay is available through 11:59 p.m. Eastern Time on November 24, 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 CEO, Ryan Caswell; and Bryan Coy, our Chief Financial Officer. But 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, further 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 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. The Cannae Board and management team remain focused on continuing to execute our strategic plan outlined in February 2024 to generate long-term shareholder value. This plan is focused on optimizing our investment strategy, capital allocation and the management of our portfolio as the foundation for long-term value creation. We continue to make significant progress on each aspect of the plan, including: one, rebalancing our portfolio away from our historical public company investments and redeploying capital in proprietary opportunities with positive cash flows that can deliver outsized returns.

Two, returning capital to our shareholders through share buybacks and dividends; and three, improving the operational performance of Cannae's portfolio companies to increase their underlying values. This was particularly evident and successful in the third quarter. In the third quarter, we continued to rebalance our portfolio away from public company securities, highlighted by the closing of the previously announced acquisition of Dun & Bradstreet to Clearlake Capital, which generated $630 million in proceeds to Cannae. Thus far, $424 million of the proceeds have been used to repurchase $275 million of Cannae shares, repay the $141 million outstanding under our existing margin loan and distribute $8 million in dividends to our shareholders.

Since our announcement of our strategic plan, we have now sold $1.1 billion of public company securities and transitioned our portfolio from 70% public investments when we announced our plan to 20% public investments today. We believe this change is important for our shareholders as our portfolio now consists primarily of proprietary private investments that we believe will generate outsized returns and which our shareholders wouldn't otherwise be able to access but through Cannae. We will continue to transition our portfolio. And over the next few months, specifically, we will look to sell certain noncore assets, both public and private, to take advantage of expiring tax benefits that could generate up to $55 million in cash tax refunds for Cannae while further simplifying our portfolio.

From a capital redeployment perspective, in the third quarter, we closed on the previously announced acquisition of an additional 30% stake in JANA Partners for $67.5 million, which takes our ownership position to 50%. We also invested the remaining $30 million commitment in JANA funds as was agreed in our initial transaction. We remain excited about our partnership with JANA and their ability to grow AUM as well as management and performance fees, which will result in cash distributions to shareholders in which Cannae will participate. We believe JANA will continue to generate attractive investment returns as they have done over their 24-year history as a leader in engaged investing. Cannae also invested $25 million in Black Knight Football after closing the D&B sale, completing our earlier commitment to BKFC's capital raise.

The uses of this new capital include funding operating expenses across the group, the Bournemouth Stadium acquisition and renovation and the acquisition of Moreirense FC as well as other potential strategic team investments. In terms of future capital allocation, the Board has directed management to continue concentrating our efforts in sports and sports-related assets where we have demonstrated a proven and durable competitive advantage. We will leverage our networks to look for opportunities in teams and related assets in the sports ecosystem where we can exert influence, focus on improving cash flows and generate investor returns.

We believe sports is evolving into an institutional asset class as it has demonstrated an ability to generate long-term outsized returns. Cannae is well positioned in the sector with long-term capital and proven experience as evidenced by the value creation at both Black Knight Football and the Vegas Golden Knights, where our Vice Chairman is the majority owner. We will also continue to opportunistically take advantage of our long-standing strengths and networks in consumer and financial services and technology. Since the start of the third quarter, Cannae has continued its strong capital returns to our shareholders through repurchasing $163 million of stock at an average discount to NAV of 31%. Year-to-date, we have now purchased $275 million of our stock or 23% of our shares outstanding at the start of the year.

Furthermore, Cannae has returned $424 million of our $500 million commitment to repurchase shares, repay our margin loan debt and distribute dividends in conjunction with the sale of D&B. As a result, we have $25 million remaining of the $300 million of committed share repurchases and have $52 million earmarked for future quarterly dividends. Since announcing our strategic plan in 2024, we have now returned over $500 million to our shareholders, representing 35% of our shares outstanding at the plan's announcement. This implies that roughly half of the total $1.1 billion in company -- and public company monetizations have gone to share buybacks. During the same time, our share price discount to NAV has narrowed by approximately 20%, and we are confident that this is just the beginning. In the third quarter, we also continue to work with our management teams to create value at our portfolio companies.

As an example, at Black Knight Football, we continue to see strong results both on and off the field. At AFC Bournemouth, we closed the fiscal year with double-digit increases in revenue, driven by continued growth in commercial, coupled with additional revenue associated from our ninth place finish in the Premier League. Bournemouth also had one of the most successful summer transfer seasons in European football and was ranked by Tifosy Capital & Advisory, generating the second highest net transfer proceeds across all European football. We also continue to make progress on our stadium renovation. As discussed before, we acquired Vitality Stadium earlier this year and have started on a 2-phase expansion, which will increase capacity from 11,300 seats to over 20,000 seats, add additional hospitality experiences and further enhance the revenue growth potential of the club.

The first phase is expected to be completed by the start of the '26, '27 season and will increase the stadium seating capacity to 17,000 seats. This improvement in infrastructure follows the opening of AFCB's new performance center earlier this year. Lastly, despite the significant player sales, Bournemouth has continued its strong on-field performance as the team now sits in ninth place in the Premier League after 12 matches. At FC Lorient, the team currently sits in 17th place in League One. We have continued to work with management to better connect FC Lorient with Black Knight to enhance player development and player pathways. We are focused on working to keep the team in League One. We remain excited about the opportunity of FC Lorient within the multi-club with the most recent example being the success of Eli Junior Kroupi at AFC Bournemouth.

He was acquired from FC Lorient and has already seen significant opportunity in Bournemouth, playing in 9 matches with 4 goals. Lastly, our newest majority ownership interest in Moreirense FC of the Primeira Liga in Portugal has started off well. We quickly implemented a strategic plan of evaluating new leadership and hiring a new head coach. We worked closely with their recruiting team over the summer to improve the roster and also invest in players that could move up the Black Knight pyramid. After 11 matches, Moreirense is in sixth position in the table. Alight, our largest remaining public investment, reported total revenue of $533 million in the third quarter, down 4% year-over-year. Despite the modest top line decline, adjusted EBITDA and adjusted EBITDA margin and free cash flow all improved significantly in the third quarter of 2025 compared to the prior year third quarter.

However, management reduced their 2025 forecast ranges for revenue, adjusted EBITDA and free cash flow to the lower end of prior forecast. Alight continued to return cash to shareholders, repurchasing $25 million of its common stock during the quarter and also paid $22 million in dividends to shareholders. The Watkins Company continues to see strong demand for its products. The third quarter was slightly softer than anticipated, but the fourth quarter has started off strong and given the seasonality of the business will be critical for full year results. We hired a new Head of Sales and remain excited about the business and the initiatives to drive growth and margin. I'll now turn the call over to Bryan to touch on our financial position.

Thank you, Ryan. Cannae's operating revenue was $107 million for the third quarter of 2025, down $7 million from $114 million in the third quarter of the prior year. This was driven by reduced guest counts on a same-store basis and 10 fewer restaurant locations, partially offset by higher average checks per guest at both brands. Nearly all the location reductions were in the O'Charley's brand as the 99 continues to generate same-store revenues at flat or slightly down levels year-over-year, which is in line with the Baird real-time restaurant survey results for the casual dining segment. Cannae's total operating expenses decreased by $12 million in the third quarter of 2025 to $120 million.

Approximately $5 million of the decrease is directly related to the restaurant group location and operating cost reductions. $3 million is from the ISIP fees in the prior year's totals as Cannae monetized its remaining Dayforce shares and terminated the ISIP plan and $2 million of the reduction is from termination of the external management agreement earlier this year. Cannae's net recognized gains were $8 million in the current year third quarter, down $15 million from the prior year comparable period. This reflects lower mark-to-market gains on Paysafe, offset in part by a pickup on JANA funds and other items.

Cannae's equity and losses of unconsolidated affiliates was $57 million in the third quarter of 2025 compared to $25 million in the third quarter of prior year. The change was driven by our share of Alight's goodwill impairment and partially offset by record player trading profits at Black Knight Football. As Ryan discussed above, our margin loan was fully repaid in conjunction with the D&B sale. Concurrently, we amended the margin loan to reflect Alight as the sole collateral, lowered the interest rate spread by 35 basis points and extended the maturity to 2028. Now Cannae's only corporate debt outstanding is the fixed rate term loan that matures in 2030, which has $47.5 million outstanding after our $12 million paydown earlier this year. That concludes our prepared remarks, and we'll be happy to take questions.

And your first question today will come from Kenneth Lee with RBC Capital Markets.

First one, about the potential tax benefits. I assume they're priced from NOLs. And in terms of the potential investment monetizations that you could look at over the next few months, would you be driven mainly on unrealized gains? Or are there any other criteria that you could talk about there?

Yes, of course. Yes. So the tax assets that we're referring to are some historical gains that we have where we could utilize losses to get a refund from those taxes. So part of that will be looking to monetize assets where we have losses to realize the loss to generate the tax refund. Does that make sense, Ken?

Yes, that makes sense. That makes sense. And then any criteria you would look at when potentially -- it sounds like you would then look at mainly unrealized losses more than anything.

Yes, per asset. I think in the near term, we'd be most focused on realizing some unrealized losses to take advantage of it. And then I think we'll continue kind of to monitor our broader portfolio to monetize assets that we think are less strategic today.

Got you. Helpful there. One follow-up, if I may. I noticed within the latest sum of the parts within the other investments, you also list some additional new investments, I think, in SpaceX and [ Persada ] Resorts. Wondering if you could talk a little bit more about some of these investments, the relative size of the holdings. I assume it's probably somewhere around $30 million in total. Where were they sourced? And what are the expected returns and opportunities here?

Yes. I think -- so with the investments that you're referring to, all of those have been in there for a while. Maybe we've updated the footnote recently. But none of those are new investments. And I think going back to your other question, as we look at kind of what's more strategic and less strategic, I would think some of those smaller assets would be ones that we would look to monetize. But I don't think there's been change. It might have just been the footnote that changed at some point.

Got you. Very helpful there. One last question for me. More broadly, how do you view the risk of AI on the fintech and software space. Obviously, you have a lot of investments within that space and a lot of them were made a while back before AI started really growing. So how do you assess that risk? And how do you think about that, the potential impact on the portfolio companies there?

We look at AI more broadly like everyone is doing across their portfolio. You're right in saying that some of the businesses -- or we made the investments before. I think that AI was as popular as big of a thing as it is today. Look, we tried to make investments in businesses with good kind of market share and what we thought were defensible moats. I think for most of those businesses, they are trying to deploy AI in their processes and leverage AI as best they can. So we don't see -- any business in our portfolio, we don't see that AI is going to make it obsolete. But I do think that like all businesses and like that we do at Cannae, we're trying to think of ways to more efficiently -- or for the business to more efficiently leverage AI in its workflow processes and relationships with consumer, could that improve revenue, could it improve margins. So hopefully, that helps.

And your next question today will come from Ian Zaffino with Oppenheimer.

This is Isaac Sellhausen on for Ian. I guess just a follow-up to the previous one on divesting noncore assets. And as you continue to monetize those, I guess the question would be, how do you view returning that capital or proceeds via the buyback or dividend versus continuing to invest behind Black Knight Football and the sports assets?

Yes. Look, since we initiated our strategic plan in February 2024, we've returned about $500 million of capital to shareholders. So clearly, we have and will continue to be very focused on capital returns. I think we have about $25 million of the $300 million that we initially -- we set out with the sale of D&B. And as we look to monetize assets in the future, I think each time we will evaluate kind of the merits of investing, buying back more stock or does it make sense to look at new investments. And so that's kind of the process that we will do. But again, I think if you look historically, we've obviously been very focused on capital returns to shareholders, and that's clearly something we'll think about. And we obviously have the dividend in place today, which generates a consistent capital return to our shareholders.

Okay. Great. And then just as a quick follow-up on AMC Bournemouth and the stadium. Maybe if you could provide just a quick update as far as the renovation expansion activity and I guess, maybe a time line for completion there?

Yes. So we're -- we've started the first phase of the renovation. That will take the stadium up to about from a little over 11,000 to 17,000. More importantly, though, it will take hospitality above 1,300, and it will take with kind of premium GA above 2,000, which we really have very limited of today. So we're very excited about the first stage. And again, I think we've said it before, but that's kind of a -- we believe that's going to be kind of a mid-teens type return on invested capital. So we think we try to be very conservative and thoughtful around the renovation.

The first phase of that is supposed to open at the beginning of next season. And then the second phase will open at the beginning of the following season, and that will take it up to 20,000. We've started on improving a bunch of the hospitality areas, and we're doing a modular build. So we've started to deal with all of the contractors who will be doing that. So it's all moving along. I think the big push will be kind of at the start of next year through the summertime when the season ends and then you can start installing all of this. But thus far, we generally seem to be on track. There's some approval and planning processes that we have that we are continuing to go through. But overall, we're very excited and optimistic as it goes forward.

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

To conclude, we have maintained our focus on executing the strategic plan we initiated in February 2024, and we are pleased with the progress we've made and the results that have followed. We are excited about the direction our Board has set and the foundation we have built for long-term value creation. Thank you for your support.

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

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings, Inc. Second Quarter 2025 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded, and a replay is available through 11:59 p.m. Eastern Time on August 25, 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 CEO 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 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. The Cannae Board and management team remain focused on executing our strategic plan designed to increase shareholder value. In the second quarter, we made significant progress on each of our three strategic priorities: rebalancing our portfolio away from existing public company investments; investing opportunistically in attractive companies that we believe will deliver outsized returns; and returning capital to our shareholders. Furthermore, we continue to focus on improving the performance of Cannae's existing portfolio companies to maximize their value.

We believe that we are starting to see the success of this plan as Cannae's stock closed at $19.88 on Friday and traded at a 26.6% discount to NAV per share, near the narrowest discount in more than 3 years and well below the near 40% discount when we announced our strategic plan. While we are pleased with the progress, we remain committed to continuing to execute our plan to close the stock price to NAV gap and deliver incremental positive results to our shareholders.

I will now spend a few minutes describing some of the specific actions we have taken with regard to our strategic plan. The first part of our plan was to rebalance our portfolio away from our public company investments. Our largest investment, Dun & Bradstreet, announced the sale in March 2025. And in June 2025, the sale received shareholder approval. The transaction is expected to close in the third quarter following regulatory approval. We expect to receive approximately $630 million in cash proceeds from the sale, consisting of $90 million from pre-closing share sales and $540 million in cash at closing.

As we have stated before, we expect to utilize approximately $500 million of our proceeds as either a direct return to shareholders or for the benefit of our shareholders. We will repurchase at least $300 million of our common shares, fully repay $141 million of debt that is outstanding on our margin loan and retain $60 million of the proceeds for future quarterly dividends to shareholders.

To put in perspective our actions since we announced the plan in February 2024, we have sold approximately $1.1 billion of our public portfolio stakes, which includes the pending D&B sale and the 2024 sales of Dayforce, Alight, D&B and Paysafe. In February 2024, approximately 63% of our assets were in public company shares. Following the D&B sale, approximately 22% of our assets will be in public company shares. We believe this change better positions Cannae as a permanent capital vehicle, which owns proprietary and differentiated assets.

With the capital generated from public share sales and the expected sale of D&B, we have looked at a combination of capital returns to our shareholders, primarily through share buybacks and opportunistically investing in companies that we believe will deliver outsized returns. We believe the combination of these actions will continue to close the stock price discount to NAV, deliver long-term NAV growth and drive returns to our shareholders.

From a capital returns perspective, since May, Cannae has repurchased 7.6 million shares or approximately 12% of Cannae's outstanding shares, returning $150 million to our shareholders at an average purchase price of $19.71 per share, which is an average 30% discount to NAV. We view the ability to buy Cannae stock at a discount to NAV will drive net asset value accretion for our shareholders.

Last Thursday, we announced that our Board increased our quarterly dividend by 25% to $0.15 per share per quarter. After paying the second quarter dividend, Cannae's dividend payments have totaled $15 million year-to-date. We believe this dividend provides our long-term shareholders with a consistent return of capital as we execute our strategic plan. Since we announced our strategic plan in February 2024, Cannae has returned approximately $414 million in total share buybacks and dividends, demonstrating a consistent plan to return capital to our shareholders and close the NAV gap.

We also continue to opportunistically look to invest capital in attractive businesses that can generate outsized returns. We believe by making investments in these businesses and leveraging the operational and strategic toolkit of Cannae's Board and management team, we will generate long-term NAV growth and drive shareholder returns.

In the third quarter, we expect to close the previously announced transaction to acquire an additional 30% stake in JANA for $67.5 million, bringing our total ownership stake to 50%. Additionally, as part of the closing, we will invest $30 million in JANA funds as agreed in our first transaction. We remain excited about this partnership given our belief in the long-term value of the JANA franchise as well as the strategic value to Cannae of the proprietary situations introduced by JANA, of which there were a couple of preliminary opportunities introduced in the quarter.

We will continue to look for opportunistic ways to drive -- to deploy capital that will drive returns for our shareholders. Putting all of these actions in context, from the $1.1 billion of capital proceeds received or expected to be received from the sale of public securities, to date, we have returned $414 million to shareholders through buybacks and dividends and reinvested or committed to invest cash of $360 million in attractive businesses that will drive returns for our shareholders.

I would now like to provide an update on a few of our portfolio companies. Starting with Black Knight Football. We continue to see strong success across multiple fronts. BKFC is now a leading global multi-club football operator, and we are excited about our individual teams and our ability to better integrate them through BKFC to drive success and value across the platform. With more capital being attracted to professional sports, the limited number of teams available and the valuations rising, we believe BKFC sits in an opportune position to drive value for its shareholders.

In June, BKFC completed a $130 million capital raise with Cannae committing $50 million. In total, BKFC has capitalization of approximately $563 million, of which Cannae holds 44% ownership. The new capital will be used to fund operating expenses across the group, the AFCB stadium acquisition and renovation, and the previously announced acquisition of Lorient FC as well as other potential strategic team investments.

I will now provide some details on the performance of each club. AFC Bournemouth is the flagship team within BKFC and has continued its success on the football side by finishing ninth place in the Premier League in the '24-2025 season with 56 points. This is a club record for points and surpasses the previous season's club record results, demonstrating the trajectory of AFCB. The team also participated for the first time ever in the Premier League Summer Series, which is an annual tournament of select Premier League teams in the U.S. We look forward to continuing our momentum into the 2025 season, which starts August 15.

The success on the field has also translated to financial success with double-digit revenue growth this fiscal year on the heels of similar growth in the previous fiscal year. Furthermore, when looking specifically at match day and commercial revenue, AFCB is up 81% since our initial acquisition, demonstrating the success of our targeted strategies. As we have highlighted before, player sales are a key component of AFCB's success. And this summer, AFCB has already completed record sales to some of the top teams in Europe who consistently fight for domestic and European championships.

While we never want to lose exceptional talent, these sales demonstrate the success of the team, the ambition of our recruiting and the long-term goals for Bournemouth. This summer, AFCB sold Dean Huijsen to Real Madrid for approximately $68 million, the most ever spent by Real Madrid on defender, and sold Milos Kerkez to Liverpool for approximately $52 million, the fifth highest left-back sale in history. The team also expects the sale of Illia Zabarnyi to Paris Saint-Germain in France for approximately $74 million and $5 million of add-ons. In total, these sales will generate nearly $200 million in combined transfer fees and represent nearly $130 million in profit from their initial purchases and before fees and other sell-on deductions.

The team is also moving on from players who are not receiving regular first team minutes in order to generate capital and save on salaries. These sales include the sale of Jaidon Anthony to Burnley for approximately $11 million plus $3 million of add-ons and the sale of Mark Travers to Everton for approximately $4 million. This summer, the club has also signed some exciting new players, including Ðorde Petrovic, a goalkeeper from Chelsea and Adrien Truffert, a left-back from Rennes in France. The club also expects the acquisition of central defender, Bafodé Diakité from Lille in France shortly. The club continues to look at other players that can improve the composition of the team with the transfer window open until September 1.

As previously announced in May, BKFC acquired Vitality Stadium, which has been home to AFC Bournemouth since 1910. Post acquisition, the team has completed detailed plans to renovate the stadium in two phases, whereby Phase 1 will be completed by the start of the '26/'27 season and increase capacity from just over 11,000 today to approximately 17,000. Additionally, this will double AFCB's hospitality, which is a significant game day revenue driver.

We are focused on completing the renovation in a capital-efficient manner and believe that it will deliver mid-teen unlevered returns on our invested capital when completed. We are excited by the success and trajectory of AFC Bournemouth on multiple fronts. We believe our recognition in Sportico's World's 50 Most Valuable Football Clubs is further confirmation of this. And as I mentioned on our last call, this valuation is approximately 40% above our capital invested to date and is based on 2023/2024 revenue figures. This valuation will only be enhanced as we continue to build on our success to date, renovate the stadium, grow revenues and further integrate AFCB and Black Knight.

Moving on to BKFC's other teams. FC Lorient had an impressive season, finishing first in Ligue 2 and securing promotion back to Ligue 1. The team has signed some exciting young players as they prepare for Ligue 1 competition. Hibernian FC ended their season in third place in the Scottish premiership, qualifying for Europa League for the first time since 2020/'21 season. It also has continued to invest in exciting players as they prepare themselves for European competition and to improve their league position.

In June, BKFC acquired a 70% interest in Moreirense FC for $18 million. Moreirense is a first division club in Portugal's Primeira Liga, one of the world's most respected leagues for player development and a key destination for emerging South American talent. The investment in Moreirense advances BKFC's multi-club ownership strategy of building a global network of football clubs, players and real estate assets. The investment consists of an upfront payment of approximately $4 million, $2 million of which is to pay off debt and the remaining $2 million is investment in the club. Further, the remaining $14 million of the investment will be called over time and reinvested in the club for infrastructure investments and player development.

In April, BKFC announced a strategic affiliation agreement with Orlando City SC of Major League Soccer in the U.S., focusing on player development, scouting, operations, executive collaboration and commercial opportunities. The partnership gives BKFC its first direct connection to professional soccer team in North America. We are in active dialogue with Orlando SC and are optimistic about potential opportunities that will benefit both clubs. And finally, at the BKFC Holding level, we continue to invest in technology, data and processes to integrate and improve the individual teams and create the best pathways for our players to succeed, all of which we believe will grow the value of the group.

Turning to Alight. They've reported total revenue from continuing operations of $528 million for the second quarter of 2025, a 2% decrease from the second quarter of 2024. The company also noted a net loss of $1 billion, which includes a $983 million noncash impairment of goodwill associated with its Health Solutions reporting unit. However, adjusted EBITDA was $127 million for the second quarter of 2025, a $22 million increase or 21% compared to the prior year quarter and ahead of consensus estimates. Alight's leverage now sits at 3.1x EBITDA. Alight's adjusted EBITDA margin was 24.1% of revenue in the second quarter, an increase of 460 basis points from the 19.5% in the prior year quarter.

Alight also generated $102 million of free cash flow in the first half of 2025, a strong improvement over $26 million in the first half of 2024. Management lowered their previous revenue guidance for the full year 2025 with the midpoint for revenue of $2.3 billion, noting a lengthening sales cycle and flat participation count, but reaffirmed its guidance for adjusted EBITDA with a midpoint of $633 million.

Turning to Watkins. In the first half of 2025, the company delivered mid-single-digit growth in net sales and high single-digit growth in EBITDA as compared to the first 6 months of 2024. Watkins expects sales to further improve through the latter half of the year, driven by new distribution at key accounts, improving consumer confidence and more stable inventory levels. Watkins expects 2025 adjusted EBITDA in the range of $20 million, representing high single-digit growth over 2024. We are excited by the success driven by the team at Watkins.

I'll now turn the call over to Bryan to touch on our financial position.

Thanks, Ryan. Cannae's first quarter total operating revenue of $110 million was 6.6% lower than the prior year on reduced restaurant revenue and diminished lot sales at Brasada Resort. Within Restaurant Group, Ninety Nine Restaurant & Pub continues to perform at or above the casual dining segment. On a same-store sales basis, Ninety Nine same-store sales were down less than 1%, with guest counts down 2.5%, offset by a 1.7% increase in average checks. This compares favorably to the Baird Real-time Restaurant Survey for casual dining segment, which presented a 2% decline in same-store sales for the second quarter of '25. This above-industry performance for Ninety Nine has continued thus far in the third quarter of '25.

We're focused on driving improvement at O'Charley's, which continued to face headwinds in the quarter. Most notably, we saw a year-over-year decline in guest counts and a double-digit decline in same-store sales. To address this, we've actively worked to drive change through menu engineering and back-of-the-house improvements and have closed six of the lowest performing O'Charley's locations and are continuing to scrutinize the remainder of the stack.

Turning to our consolidated operating expenses, which are less restaurant-driven. Aggregate operating expenses were $171 million in the second quarter of '25 or $30 million above the prior year quarter. This was driven by the previously announced management transition and associated expenses. We had net recognized losses of $76 million in the second quarter of '25 compared to $146 million losses in the prior year. Nearly the entirety of the 2025 quarter amount relates to the noncash impairment charge of our investment in Alight as the continued level of the stock price required Cannae to reduce the book value of its holdings. Similarly, the net losses of unconsolidated affiliates includes Cannae's ratable share of Alight's impairment of their goodwill.

Today, at a corporate level, Cannae has $42 million in cash and short-term investments and debt of $188 million, comprising $141 million under our margin loan and $47.5 million under the term note, which was partially repaid earlier this year and amended to lower the fixed interest rate by nearly 30% and extend its maturity to 2030. Upon the closing of the D&B transaction, we expect to repay the margin loan in its entirely.

That concludes our prepared remarks, and we'll be happy to take your questions.

[Operator Instructions] And your first question today will come from Kenneth Lee with RBC Capital Markets.

Just one on the potential -- well, the capital return related to D&B. Any decision being made on whether it's going to be a tender offer? And any updated thoughts around the potential time frame for returning the capital there?

Yes. Thanks, Ken. So as we said in our prepared remarks, we've acquired about $150 million to date of the $300 million that we sent out or that we set out. And so we are considering all our options. But given the success that we've had in the share buybacks to date, we will continue to be active there and see at some point if it makes sense to do a tender. But as of right now, I think we feel very confident in the amount of stock that we've bought back and plan to use the remaining $150 million.

Got you. Very helpful there. And then could you share with us how much of the potential share repurchase amounts could be allocated to public shareholders versus Mr. Foley's shares?

Yes. So we've -- all of the repurchases to date have been through open market purchases, and we plan to continue buying from, I guess, third-party shareholders would be the right term of that $150 million.

Got you. Very helpful there. And then another follow-up, if I may. In terms of the portfolio monetizations and it sounds like on a pro forma basis, most of the portfolio is going to be within the nonpublic private side. Is there any other further updated outlook around potential public portfolio monetizations? And do you have any thoughts around any potential monetizations on the private side?

So on the public side, obviously, again, you alluded to my prepared remarks, we've sold about $1.1 billion. We have a few left. And as we stated in our strategic plan, we want to transition out of the public securities. I don't have specific timing. I think clearly, the D&B sale provides significant capital in the short term as we look to return capital to shareholders and potentially make opportunistic investments. So we're not in a rush to sell. But clearly, as we've stated before, we believe that we will not be owning those public stakes forever. So you should see us at some point start to peel off. But I don't want to commit to anything given the amount of capital that we're receiving from D&B and kind of our near-term uses of that.

Understood. And then just another follow-up, if I may, on the JANA partnership there. I think you alluded in the prepared remarks upon seeing or at least seeing a few potential opportunities there. Wonder if you could just give us a little update, any kind of near-term outlook in terms of potential future investment opportunities related to that.

Yes. So one of the reasons we're excited about the JANA partnership in addition to just our belief in the value of the management company and the JANA franchise is our ability to find or to work with them and generate proprietary investment opportunities. So over the last quarter, there have been a couple of opportunities that have been introduced to us by them. As I alluded to, they're still in the early stages, but we continue to be optimistic and believe that there will be -- we will have a capital deployment opportunity that comes out of some of the opportunities that is created by JANA. And whether that's the acquisition of a subsidiary, whether that's a company acquisition with partners, we think there are -- we think there will be some very interesting opportunities that will come to us. And again, as they get further along or as we have opportunities that we can talk about, we'll obviously -- we'll keep you updated. But we have a very interesting deal flow and discussions related to our partnership with JANA.

Got you. Helpful there. And then one follow-up here, and this is on BKFC. And I think during the prepared remarks, you mentioned that the Cannae's ownership share is 44% now. Could you maybe just talk a little bit more at a higher level what's the motivation for Cannae to continue being like a minority participant on capital -- more of the recent capital raises here? Is there -- and going forward, should we expect similar kind of percentages there?

Since this investment started, Cannae has been roughly a 50% holder. It's gone down a little bit just because in the last couple of capital raises, there have been either existing LPs that -- there have been existing LPs that wanted additional -- they want to put in more capital. But this is an important investment to us. Clearly, with Bill's role and his role as Vice Chairman, one of the things that he is helping with and focused on is Black Knight Football. And as I alluded to in my prepared remarks, we believe that we are creating and have created significant value. And so I believe that Cannae will continue to participate if there are future capital calls.

Now again, we obviously raised a good amount of money earlier this year. And we believe that money gets us through a lot of the things that I outlined in my prepared remarks. But we're very excited about the investment. And I think the Sportico valuation, I think as we look at recent team sales in the Premier League and other leagues that we have ownership in, we believe that we have a very attractive pool of assets.

Got you. And just one last follow-up, if I may. Just curious, has the Board decided on a potential date for its upcoming Annual Shareholders' Meeting yet?

So since we announced our strategic plan in 2024, we've obviously been taking a series of very significant actions that is designed to drive shareholder value. One of the -- I'd say one of the critical aspects of this plan is the sale of D&B and the capital return to our shareholders and the reinvestment from that. And the timing of that -- the closing of this transaction, as I mentioned in my prepared remarks, is not in our control. And so we believe it is very important for our shareholders to have full information ahead of the shareholder meeting. And so once D&B does close, we will announce the specific date of the meeting, but it will be later this fall.

Your next question today will come from Ian Zaffino with Oppenheimer.

This is Isaac Sellhausen on for Ian. Just a follow-up on Black Knight Football and the recent capital raise. I believe you've touched on this before, but could you maybe expand on the use of proceeds between the stadium renovations, priorities for that capital at the team or program level, and then potential for additional team investments. And then I guess the follow-on question for that would be to the Portuguese team investment, maybe about how that came about and then other additional team investments you foresee?

Okay. So I'm going to -- if I may miss -- if I missed something that you asked, just please follow up. But I think first one, so we raised $130 million, excuse me. So we raised $130 million in this last raise. There will be -- we acquired the stadium for roughly GBP 10 million. We think the first phase will be something in the range of GBP 30 million to GBP 35 million for the first phase. We believe -- so that's kind of the initial of the stadium. The team investments that we referred to, we have Moreirense, which was $18 million, but there's only $4 million of that, that is upfront and the remaining $14 million will be invested over time.

We also are looking at a couple of other potential strategic team investments, but much earlier stages. So I wouldn't earmark capital for them quite yet. And so then that puts the remainder for basically to fund the operations of the different teams. And so that's kind of how we're looking at the capital. And I'm sorry, I don't remember -- was the other one about the Portuguese and how it came about?

Yes, that would be helpful. Yes, you covered the capital part of it, but just maybe how about the investment came to you and then yes, any additional team investments and like potential avenues for how those -- how you'd get there?

Yes. Got it. Okay. So in Portuguese, about a year ago, we hired a new President of Football named Tiago Pinto, who's from Portugal. And in his prior career, he was -- he worked at a club in Portugal, one of the largest clubs in Portugal called Benfica before he went to other places. But he was the person that knew the ownership and the President of the club. And so we thought we had a very unique angle into Portugal given his relationship with the club as well as his understanding of the marketplace and how we can drive value at that club through attractive player acquisitions and then really showing those players the pathway through Black Knight Football.

So we thought we had a very differentiated angle, and we think that we -- the structure of the deal is very attractive to Black Knight Football. And so that's kind of that one. I think in the other -- and thinking about other teams, I don't -- I would say, broadly, it's whether it's through people within our network. There's all sorts of intermediaries that are out there that are bringing us things. But we're always looking at it with the lens of how does any acquisition give us access to players in a certain region or geography and how can that geography be helpful amongst the network of clubs that we're creating such that we can drive down player costs throughout. So that's kind of the frame that we look at when we look at these different teams and how they all integrate together.

Okay. That's very helpful. And then just a quick follow-up on the restaurant portfolio. It looks like same-store sales have been relatively steady. I guess the question would be, I wanted to understand if there's any further portfolio rationalization that is expected in either brand. And then maybe longer term, how the restaurant portfolio fits within the overall private portfolio of the business?

Yes. So look, I think our restaurant team and the managers of the stores, et cetera, have worked very hard to put in different plans for both Ninety Nine and O'Charley's with, at times, varying degrees of success across each of the brands. I think as we look longer term, I don't view that we will own -- this portfolio is much smaller than it was 5 years ago, right? And we've gotten rid of a bunch of brands. And I think that trend will continue.

I think the question we have to ask ourselves is what's the right time and have we extracted all the value that we can out of the individual brands. But I think I would think that over time, we will peel off the additional brands or at least consider it on a regular basis.

This concludes our question-and-answer session. I would like to turn the conference back over to Ryan Caswell, Cannae's CEO, for any closing remarks.

To conclude, we are excited about the significant progress made on our strategic plan. We believe there is significant upside as we continue to execute the strategic plan and position Cannae as a permanent capital vehicle with proprietary and differentiated investments. Thank you for your support.

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