Authorization

Cannae Holdings, Inc. Announces Pricing of Senior Secured and Senior Unsecured Notes Offerings by Star Merger Sub, Inc.

Cannae Holdings, Inc.A (NYSE:CNNE) ("Cannae" or the "Company") today
announced thatA Star Merger Sub, Inc.A ("Merger Suba??), an affiliate of
Cannae, CC Capital Partners LLC, Bilcar, LLC, and funds affiliated with
Thomas H. Lee Partners, L.P. (collectively, the "Investor Groupa??),
formed in connection with the previously announced proposed acquisition
of Dun & Bradstreet by the Investor Group pursuant to the Agreement and
Plan of Merger, dated August 8, 2018A (the "Merger Agreementa??), by and
among Dun & Bradstreet,A Star Parent, L.P. and Merger Sub (the "Mergera??),
priced an offering of (i) $700 millionA in aggregate principal amount of
its Senior Secured Notes due 2026 (the "Secured Notesa??) and (ii)A $750
millionA in aggregate principal amount of its Senior Notes due 2027 (the
"Unsecured Notesa?? and, together with the Secured Notes, the "Notesa??).
The Secured Notes will be issued at 100%, bear interest at 6.875% and
mature on August 15, 2026. The Unsecured Notes will be issued at 100%,
bear interest at 10.250% and mature on February 15, 2027. The first
interest payment date for the Notes will be August 15, 2019. The
offering is expected to close on or about February 8, 2019, subject to
customary closing conditions.


Merger Sub intends to use the net proceeds from the Notes offerings,
together with borrowings under new senior secured credit facilities and
cash equity contributions, to (i) finance the consummation of the Merger
and the other transactions contemplated by the Merger Agreement, (ii)
repay in full all outstanding indebtedness under Dun & Bradstreeta??s
existing credit facilities, (iii) fund the redemption of all Dun &
Bradstreeta??s existing senior notes and (iv) pay related fees, costs,
premiums and expenses in connection with these transactions.


Upon consummation of the Merger, Merger Sub will merge with and into Dun
& Bradstreet, with the Dun & Bradstreet continuing as the surviving
corporation. The Notes will be guaranteed, in the case of the Secured
Notes, on a senior secured basis, and, in the case of the Unsecured
Notes, on a senior unsecured basis, in each case, by each of Dun &
Bradstreeta??s existing and future wholly-owned U.S. restricted
subsidiaries that will guarantee Dun & Bradstreeta??s new senior secured
credit facilities. The Secured Notes and related guarantees will be
secured on a first-priority basis by liens on all assets of Dun &
Bradstreet and the guarantors that secure the new senior secured credit
facilities.


The Notes and the related guarantees are being offered to persons
reasonably believed to be qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the "Securities
Acta??), and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act. The Notes and related guarantees
have not been and will not be registered under the Securities Act or any
state or other jurisdictiona??s securities laws. Accordingly, the Notes
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements under the
Securities Act and any applicable state or other jurisdictiona??s
securities laws.
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