United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 29, 2021
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
| 1-38300 |
| (Commission File Number) |
| Delaware | | | 82-1273460 |
(State or Other Jurisdiction of
Incorporation or Organization) | | | (IRS Employer Identification Number) |
1701 Village Center Circle
Las Vegas, Nevada 89134
(Addresses of Principal Executive Offices)
(702) 323-7330
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Cannae Common Stock, $0.0001 par value | | CNNE | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry Into a Material Agreement |
Backstop Agreement
On June 28, 2021, Trebia Acquisition Corp. (“Trebia”) entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Trebia, S1 Holdco LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), and the other parties named therein. The Business Combination Agreement provides for, among other things, the consummation of certain transactions whereby each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, will become subsidiaries of Trebia (the “Business Combination”).
In connection with the signing of the Business Combination Agreement, Trebia and Cannae Holdings Inc. (“Cannae”) entered into that certain Backstop Facility Agreement (the “Backstop Agreement”) whereby Cannae has agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for Trebia Class A Common Stock in order to fund redemptions by shareholders of Trebia in connection with the Business Combination, in an amount of up to $200,000,000 ( the “Cannae Subscription”). In connection with Cannae’s entry into the Backstop Agreement, the Sponsors (as defined below) have agreed to forfeit up to 1,275,510 Trebia Class B Ordinary Shares (and Trebia has agreed to issue to Cannae a number of Class A Common Stock equal to such forfeiture) as consideration in the event that the Cannae Subscription is drawn due to redemptions.
The foregoing description of the Backstop Agreement is not complete and is qualified in its entirety by reference to the Backstop Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Amended and Restated Sponsor Agreement
In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Trebia amended and restated (a) that certain letter agreement (the “Sponsor Agreement”), dated June 19, 2020, from BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “B Sponsor”), and Trasimene Trebia, LP, a Delaware limited partnership (the “T Sponsor” and, together with the B Sponsor, the “Sponsors”) to Trebia, and (b) that certain letter agreement, dated June 19, 2020, from each of the directors and officers of Trebia (collectively, the “Insiders”) to Trebia, and entered into that certain amended and restated sponsor agreement (the “Amended and Restated Sponsor Agreement”) with Cannae, the Sponsors, the Insiders and the other parties named therein. Pursuant to the Amended and Restated Sponsor Agreement, among other things, Cannae along with the Sponsors and the Insiders agreed (i) to vote any Trebia securities in favor of the Business Combination and other Trebia Shareholder Matters (as defined in the Business Combination Agreement), (ii) not to seek redemption of any Trebia securities, and (iii) to be bound to certain other obligations as described therein.
The foregoing description of the Amended and Restated Sponsor Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Sponsor Agreement, which is attached as Exhibit 10.2 to this Current Report and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
Termination of the Cannae Forward Purchase Agreement
In connection with the signing of the Business Combination Agreement, Trebia and Cannae entered into a mutual termination agreement (the “FPA Termination Agreement”) to terminate that certain forward purchase agreement dated as of June 5, 2020, pursuant to which Cannae agreed to purchase, immediately prior to the closing of Trebia’s initial business combination transaction, an aggregate of 7,500,000 Trebia Class A Ordinary Shares and 2,500,000 Trebia public warrants.
The foregoing description of the FPA Termination Agreement is not complete and is qualified in its entirety by reference to the FPA Termination Agreement, which is attached as Exhibit 10.3 to this Current Report and incorporated herein by reference.
On June 29, 2021, Cannae issued a press release (the “Press Release”) announcing the Business Combination. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statement and Exhibits. |
The Exhibit Index is incorporated by reference herein.
EXHIBIT INDEX
Exhibit No. | | Description |
| | | |
| 10.1 | | Backstop Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp. and Cannae Holdings, Inc. |
| | | |
| 10.2 | | Amended and Restated Sponsor Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., the Sponsors, the Insiders, System1 and Protected. |
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| 10.3 | | FPA Termination Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp. and Cannae Holdings, Inc. |
| | | |
| 99.1 | | Press Release of Cannae Holdings, Inc., dated June 29, 2021. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | Cannae Holdings, Inc. |
| Date: | June 29, 2021 | By: | /s/ Michael L. Gravelle |
| | | | Name: | Michael L. Gravelle |
| | | | Title: | Executive Vice President, General Counsel, and Corporate Secretary |
