Cannae Holdings, Inc. Announces Pricing of Ceridian’s Initial Public Offering

LAS VEGAS--()--Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) announced today that Ceridian HCM Holding Inc. (“Ceridian”), a Cannae portfolio company, has priced its initial public offering of 21,000,000 shares of common stock at a price of $22.00 per share. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 3,150,000 shares at the initial public offering price, less underwriting discounts and commissions. The initial public offering is expected to close on April 30, 2018, subject to the satisfaction of customary closing conditions.

The New York Stock Exchange has approved the listing of the shares and the Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the shares. Listing on the TSX is subject to Ceridian fulfilling all of the requirements of the TSX on or before July 12, 2018, including distribution of the shares to a minimum number of public shareholders. Ceridian’s shares are expected to begin trading on the New York Stock Exchange and on an “if, as and when issued” basis on the TSX on April 26, 2018 under the ticker symbol “CDAY.”

Ceridian intends to use the net proceeds that it receives from this offering and a concurrent $100.0 million private placement to redeem the $475.0 million principal amount of its outstanding 11% Senior Notes due 2021 as well as to pay a portion of the interest on the Senior Notes that will have accrued at the time of the redemption.

Goldman Sachs & Co. LLC, J.P. Morgan, Credit Suisse and Deutsche Bank Securities are acting as joint lead book-running managers, and Goldman Sachs & Co. LLC and J.P. Morgan are acting as representatives of the underwriters for the offering. Barclays, Citigroup, Jefferies LLC, CIBC Capital Markets and Wells Fargo Securities are also acting as book-running managers for the offering. Baird, Canaccord Genuity, Piper Jaffray, William Blair and MUFG are acting as co-managers for the offering.

The offering of these securities is being made only by means of a prospectus. When available, a copy of the prospectus related to the offering may be obtained by contacting:

  • Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com;
  • J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: 1-866-803-9204;
  • Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, by telephone at (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com;
  • Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, Telephone: 800-503-4611, or email: prospectus.CPDG@db.com; or
  • CIBC World Markets Inc., Attention: Lovena Doodahnand, 161 Bay Street, Toronto, ON M5R 1C5, by telephone at (416) 594-7270, or by email at lovena.doodahnand@CIBC.ca.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. Ceridian has obtained a receipt for a final base PREP prospectus filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada (except Quebec) on the date hereof. A copy of the supplemented PREP prospectus containing pricing information and other important information relating to the common stock may, when available, be obtained from the underwriters at the addresses set out above and will be available on the SEDAR website at www.sedar.com under Ceridian’s profile.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cannae

Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian, American Blue Ribbon Holdings, LLC and T-System Holding LLC.

Contacts

Solebury Trout
Jamie Lillis, 203-428-3223
jlillis@soleburytrout.com

Contacts

Solebury Trout
Jamie Lillis, 203-428-3223
jlillis@soleburytrout.com