Description

Elevator Pitch

Cannae Holdings is essentially a private equity firm led by Bill Foley.  Headline LBOs include Ceridian (CDAY) in 2007, Dun & Bradstreet (DNB) in 2019, and an attempted LBO of CoreLogic in 2020.  More recently they have been investing in Foley led SPACs.  As a result of IPO’s of CDAY, DNB, and three of its SPACs, their top five holdings today are public companies, accounting for 84% of its net asset value (NAV).  As a result, in the words of Marty Whitman, investors have a readily ascertainable NAV for which to measure value.  Cannae currently has 72% upside to its NAV of $41.52.  Further, the large discount to NAV makes share repurchases highly accretive.  Completion of just their current authorization (6% of shares) results in a proforma NAV of $44, or 80% upside.  They have stated an intention to continue share repurchases until the NAV gap closes.  Adding just 5% annual NAV growth from 2022-24 leads to an NAV of over $50, for 109% upside over a three year holding period.  Further repurchases would add to that.  

A low valuation can cover a lot of sins.  Cannaes’s sins relate to two corporate governance issues: 1) it has an external management structure and 2) they got involved in the SPAC frenzy and now have a bit of residual SPAC taint.  More below.

Company Description

Prior to going public in 2014 as a tracking stock (then called Fidelity National Financial Ventures) Cannae was the venture arm of Fidelity National Financial (FNF).  In 2017, they split-off from FNF and changed their name to Cannae.  At the time their portfolio consisted of a large stake in Ceridian (CDAY) and several smaller investments.  Cannae IPO’d Ceridian in 2018.  Soon after they agreed to LBO DNB with longtime LBO buddy T.H Lee.  They closed on the DNB deal in early ‘19 only to IPO it in mid-’20 at a healthy premium.  DNB and CDAY remain large investments for Cannae today comprising approximately half of their NAV.  This is their portfolio today:     

Source: Company presentation

Due to the IPOs of DNB, CDAY, and three Cannae-backed SPACs, they find themselves in the odd position of being a private equity firm with mostly public holdings.  We expect them to sell many of their current holdings over the medium-term and get back to their private equity roots, with the de-SPACs possibly turning over fairly quickly (all are past their six month lock-ups except for System 1).

Cannae is externally managed by Trasimene Capital Management led by the somewhat legendary Bill Foley.  Foley is best described as a serial deal maker and entrepreneur.  He is a self-made billionaire best known for founding Fidelity National Financial and growing it into the largest title insurance company in the country.  He served as FNF’s CEO from 1984 to 2007. FNF has spawned multiple highly successful companies such as Fidelity National Information Systems, Black Night, and Cannae.  In all of his companies he has been an active and successful deal maker - mergers, acquisitions, selling, spinning, splitting, etc.  He seems to be good at taking advantage of Mr.Market in size.  In numerous acquisitions across his companies he has shown skill at expanding margins and exceeding stated cost/synergy targets.  He tends to focus on services business, and more recently fintech, with high recurring revenue and large TAMs.  We recommend reading this piece if you want a deep dive on Foley’s track record: https://exploringcontext.substack.com/p/bill-foley?s=r. 

Here is how Cannae describes his playbook:

Source: Company presentation

Source: Company presentation

Source: Company presentation

This playbook has historically resulted in higher profitability and expanded valuations for many Foley-related companies.  The goal is to replicate Foley’s this success at DNB and other Cannae holdings.  

Prior to 2019 Foley’s reputation was pristine.  He had an excellent track record for creating shareholder value and was talked about in similar regard as outsider CEOs like John Malone.  We believe his reputation has been tarnished recently by corporate governance issues we will discuss later. 

Foley is now 79 and is officially Cannae’s non-executive Chairman.  While he seems as sharp and engaged as ever (he leads every call), we assume Cannae will fall to the remaining Trasimene management team over the next few years.  The Trasimene team is comprised of:

Richard (Rick) Massey (CEO) - Prior to Cannae he was a partner at two multifamily offices. Massey has a tech & telecom background, running a financial advisory practice focused on software and IT companies at Stephens from 2000 to 2006, and was Chief Strategy Officer at Alltel for three years after that.

David Ducommun (President) - Ducommun was SVP of M&A for FNF from 2011 to 2019.  Prior to joining FNF/Cannae he was an investment banker for 11 years at BofA, and before that Bear.

Bryan Coy (CFO), Michael Gravelle (General Counsel), and Ryan Caswell (SVP-Finance), round out the Trasimene team.  It is difficult to assess how this team will perform without Foley.

Valuation

Prior to last year Cannae traded at a healthy premium to tangible book value (which tracks NAV closely) due to Bill Foley’s excellent track record of growing shareholder value.  In fact, as you can see below P/TBV averaged around 2x prior to Covid. 

Source: Factset

We think NAV is a reasonable estimate of intrinsic value.  We can make some modest adjustments but they don’t change the conclusion due to the huge discount to NAV at which  Cannae currently trades. The public nature of most of Cannae’s holdings allows us to estimate NAV with a high level of confidence.  Here is our estimate of NAV using current prices:

Source: company filings and analysis

The NAV of just their public holdings is 43% higher than the current stock price (after all management fees and taxes on unrealized gains).  That’s quite an arbitrage to be had.  Total NAV is 72% higher than its stock price.  Assuming they complete their existing share repurchase authorization, NAV is 80% higher than the current stock price.  With just a 5% NAV CAGR from 2022-24 and assuming no further share repurchases, NAV grows to $50 by the end of 2024, 109% upside over a less than three year time horizon.  

Here are some downside scenarios you can play with.  As you will see the margin of safety is so large it will take multiple hits to NAV to come close to the current stock price.

Source: Factset and analysis

With holding companies such as Pershing Square Holdings, Interactive Corp, Aimia, and others seemingly trading at discounts to NAV perhaps it’s unrealistic to expect Cannae to fully close the NAV gap.  However, a 25% discount to NAV still represents 29% upside.  Importantly, a persistent discount to NAV provides management an easy avenue for creating attractive returns via accretive share repurchases, which they have stated they intend to do. 

We have accounted for corporate expenses by subtracting management fees from NAV.  If you want to capitalize management fees into perpetuity (beyond current investments) it would lower NAV by $5/share. 

Share Repurchases

Due to the large discount to NAV, share repurchases are highly accretive to NAV/share.  Every 10% repurchased adds 9% to NAV/share at current prices.  

Source: company filings and analysis

The accretion to NAV/share via repurchases is not lost on management.  On March 1st, 2021, Cannae announced a 10MM share repurchase authorization, or 11% of shares outstanding.  They completed a little over half of this last year and continue with this buyback in 2022.  Despite dis-incentives to buyback shares due to the external management structure (management fees are based on AUM), we believe management will continue to buy back stock as long as the stock trades at a significant discount.  Further, with 600 SPACs competing for deals we think the deal environment for Cannae is highly unattractive, likely giving share repurchases a higher IRR than M&A.  Actions speak louder than words, but management is at least talking the talk… 

“...we now are freed up with our cash on hand and resources to engage in a significant buyback activity. So our first goal is we're going to start acquiring about 11.6 million shares. When we run through that, then we'll buy another 10 million. And if we run through that and the stock is still trading at big discount, we'll buy another 10 million until the only shareholder is me. So we'll just keep on doing it. So it's going to be a significant use of our capital…”  - Bill Foley, December 9, 2021, Cannae Portfolio Conference 

“Looking forward, we will continue to emphasize stock buybacks…” - Bill Foley, February 21, 2022, 4Q21 Earnings call

“...we have adequate cash on hand to continue our share repurchase program. We also do have about $300 million of undrawn lines of credit that we can take down to aid and share repurchases. - Bill Foley, February 21, 2022, 4Q21 Earnings call

So our philosophy is if we have a sight line to another monetization event occurring in the future, then we don't mind borrowing to continue stock buybacks and, frankly, with our stock price's current level, we're buying shares for what we believe to be about 55% or 60% of intrinsic value. So we're committed to the stock buyback program and we're going to – as I've said in our conference, I don't care if we buy back every share, except the shares I own. At least that's my goal.” - Bill Foley, February 21, 2022, 4Q21 Earnings call

Highlights of Cannae’s Investments

Despite three of Cannae’s holdings coming to them via SPACs, all of their holdings are well established businesses with established competitive positions and meaningful revenues.

Dun & Bradstreet Holdings (MM’s)

Source: company presentation

DNB is an information services company, or more specifically the dominant commercial credit bureau in North America.  It maintains a database containing comprehensive information on more than 460MM businesses worldwide drawing from 16,000 data sources in 243 countries.  DNB’s data and analytics are used in assessing the credit worthiness of buyers and suppliers before extending credit.  DNB dominates the domestic commercial credit data market with its database of trade credit information (based on the aggregation of accounts receivable data from data contributors).  DNB’s trademark D-U-N-S number is like a social security number for businesses.  This identifier can be used to access commercial credit data, analytics, public records data, and other important information.  DNB also provides alternative data such as foot traffic, website usage, and social media posts.  Further, they provide personal contact information of key employees.  DNB’s revenue is diversified across 200,000 clients in a wide range of industries and geographies.  The critical nature of DNB’s data leads to 85% recurring revenue and 95% revenue retention, creating a high level of stability in sales & earnings.

After a decade of 1% organic sales growth, Cannae and T.H. Lee took DNB private in 2019 in an attempt to transform the company into a more profitable and faster growing information services company.  Here is the opportunity we think they were looking at:        

DNB is using the Foley playbook that has been so successful to transform the company.  The first thing they did was replace the management team and a lot of the salesforce.  Here is Foley a few months ago:

“We had – it was a dysfunctional company. It has been mismanaged for 30 or 40 years. They sold one product at a time, as Anthony just went through. And what we really did was we put in a new Board of Directors. We brought in an entirely new management team, from the Chairman, me, CEO, President, CFO, General Counsel, Director of Sales and Marketing and then every – CTOs, all the way down the line. So by the end of the day, after we've owned about five or six months and Anthony was kind to the people that were no longer there. We had changed out 17 out of 18 managers, senior managers within the company. And the results are going to start speaking for themselves. We have great confidence in Dun & Bradstreet.” - Bill Foley, Cannae Portfolio Conference, December, 2021:

In addition, they have cut over $260MM in annual costs, overhauled the data supply chain and improved the data assets, changed sales incentives, increased multi-year contracts, and rebuilt the new product engine.  It’s too early to know if they have re-built the business for sustainably higher profits and growth, but so far, so good. DNB exited 2021 with 5% organic sales growth.  They are guiding to 3-5% cc organic revenue growth in 2022 and 4-7% long-term.  

From CSFB’s initiation:

In the past, Dun & Bradstreet didn’t enjoy consistent topline organic growth—2009-2019 average of ~1% organic topline growth. This was due to limited new customer acquisitions given a focus on renewals coupled with limited pricing despite mission-critical data sets [~80% share in commercial credit] + notable $67b TAM [leverage to private company data]. These factors coupled with a lack of new product innovation + data curation issues, as ~80% of data failures prior to LBO were identified by clients as opposed to DNB, contributed to stagnant growth. To accelerate top line growth, DNB has changed 30+% of its salesforce and overhauled incentive structures with a greater focus on multi-year contracts. Transformation initiatives under the new leadership team have fueled an ~87% increase in multi-year contracts + ~39% increase in TCV [total contract value] in 2019, as the go-to-market and client service framework has been optimized. 

We expect +3-6% organic revenue growth to be driven by new product innovation [+1-2% to topline] and new logos/client wins [+0-2%], backstopped by notable TAM expansion and highly recurring revenues [~85% recurring + 95% revenue retention]. Its $67b TAM consists of three primary buckets: 1) ~$12b credit decisioning; 2) ~$32b governance, risk, + compliance; and 3) ~$14b sales + marketing. The TAM is similar to the bureaus [TRU + EFX], which enjoy a ~$60b TAM.

Source: company presentation

Organic growth is expected to be driven by pricing (1-2%), cross-selling (1-2%), new client wins (0-2%), and new products (1-2%). (DNB’s share of revenues from new products rose to nearly 8% in 4Q21 from <1% a year earlier).  If they can improve organic growth to peer levels there appears to be a good opportunity to expand valuation.

We currently see DNB as fairly valued at 12.7x ‘22e adjusted EBITDA (there are about $70MM of adjustments from GAAP to adjusted EBITDA).  In general, we find the peer group overvalued. If management can prove out its model and sustain 3%+ organic growth for a few years we believe DNB’s valuation could improve modestly.  On the other hand if the transformation strategy doesn’t prove out there may be downside to under 10x EBITDA.  We believe DNB can grow 3% organically and is worth ~12x EBITDA with a little additional value creation possible via Foley dealmaking.

If you want more on DNB we suggest Cablebeach’s pitch here on VIC and as well Harbor Point Capital’s pitch on substack (link below).  And of course sellside initiation pieces. 

https://harbourpointcap.substack.com/p/long-dun-and-bradstreet-dnb?s=r

Alight Inc.

Source: Company presentation

Alight provides cloud-based human resource solutions such as healthcare, retirement benefits, and payroll - offered through its Alight Worklife platform.  While you may have never heard of them, Alight is a large enterprise with >$3B in sales and 16,000 employees.  They compete in a $140B human capital management market that grows mid single digits.  The large TAM and secular shifts to the cloud provide plenty of opportunity for growth.  Similar to other Foley companies, ALIT has high revenue retention (96%).  The product is very sticky with high switching costs and contracts are typically 3-5 years.  The average client tenure is 14 years.  ALIT competes in a highly competitive market with the likes of Fidelity and Accenture, so constant innovation and investment is important.  

The company has exhibited stable revenue growth and EBITDA margins over the last several years.  They have performed well fundamentally since their de-SPAC.  We believe mid-single digit organic growth and modest margin expansion could support a modestly higher valuation.  

System1

Source: Company presentation

System1 (SST) is a customer acquisition platform with the goal of delivering high-intent customers to advertisers.  More specifically, they operate over 40 digital properties and subscription products with >120MM monthly visitors and 2MM subscribers.  Owned properties (60%) include info.com, howstuffworks, mapquest, dogpile, carsgenius, and wallet genius, among many others.  Network partners (40%) include Baidu, WebMD, and Verizon.  

SST checks all of Cannae’s boxes - a huge TAM ($150B digital ad market and growing), a differentiated solution, and a track record of strong performance.  SST has been growing organic billings at a consistent 30% clip since 2018.  Margins are scaling.  They reported 4Q revenues up 48% with adjusted EBITDA up 65%.  They are guiding to 20% and 37% revenue and EBITDA growth in 2022, respectively.    

SST just came public in January via a Foley-led SPAC.   Management rolled $668MM into the post-SPAC entity and owns 52%.  The CEO rolled 100%.  Cannae owns 26% and 1.2MM warrants.  The float is very low making it prone to a short squeeze.  After reporting strong earnings and guidance on April 5th, they got caught up in what looked like a gamma squeeze sending the stock up over 100% at one point during the day.  This increased Cannae’s NAV by over 10% yet Cannae’s stock was flat for the day.  We even bought some Cannae down 2% despite the NAV rising meaningfully.  The market was either not paying attention or doesn’t trust that SST’s gains are sustainable.  Cannae’s lock-up expires July 28th and I’m guessing they would be an aggressive seller here given their large profits in such a short period of time.       

For more on the SST squeeze refer to this link:

(https://www.reddit.com/r/Shortsqueeze/comments/twfkbu/anatomy_of_a_squeeze_sst_is_the_only_stock_that/?utm_source=share&utm_medium=web2x&context=3). 

Ceridian

Source: Company presentation

Ceridian is likely well known to many of you already.  CDAY provides cloud-based human capital management software for HR functions such as payroll, benefits, and workforce management.  For those of you who have been around for a while, Ceridian today is not the Ceridian of old (pre-2007 LBO) due to the acquisition of Dayforce in 2012.  Dayforce was a homerun acquisition and dramatically accelerated their growth.  Ceridian is an excellent business.  Despite its recent decline we see it as fully valued.  Cannae has been selling this position down regularly and we expect them to continue to do so.      

Paysafe 

Source: Company presentation

Paysafe (PSFE) is a global payments provider with a focus on eCommerce.  They have three segments which address the needs of merchants and consumers in enabling digital transactions.  75% of revenue is tied to online commerce.  Merchant processing is PSFEs largest segment comprising ~50% of revenue.  This includes processing related areas such as merchant acquiring and POS systems integration.  They have a focus on SMB and online gambling, providing nice secular growth tailwinds to this segment, with >90% of revenue generated in the U.S.  Their second segment is digital wallets (27% of revenue), where they have two brands outside the U.S. - Skrill in Europe and NETTELLER in Latam.  They are well regarded products with 3.5MM active users primarily focused on iGaming and online sports betting.  This is a growth market but is also highly competitive where take rates are likely to decline over time.  PSFE’s third segment is eCash (23% of revenue) which provides an online prepayment product called paysafecard that allows consumers to transact online without the use of a credit card or bank account.  Across all  PSFE segments iGaming and online gambling end markets account for a third of total revenue, and are growing ~12% annually.  All three segments are firmly established and profitable.

In typical SPAC fashion, Paysafe shat the bed right out the gate.  After guiding to an 11% revenue CAGR from 2020-23 in March, 2021, they soon after lost high take rate merchants in their processing segment and guided to lower than expected volume in digital wallets.  After the stock almost doubled from $10 in its first few months as a public company (during the SPAC frenzy in late 2020 and early ‘21) it sadly reversed course and now sits close to $3.  High pro forma leverage of 5.5x debt/EBITDA resulting from a debt-financed acquisition hasn’t helped.

In our opinion, Cannae’s investment in Paysafe (PSFE) through a Foley-led SPAC has damaged Cannae’s credibility and has weighed on valuation.  Cannae’s $519MM in Paysafe is now worth $212MM, a loss of ~62% in a little over a year.  They invested $350MM via a PIPE and $150MM via a forward purchase agreement.  Backstopping a transaction with Cannae funds that is primarily designed to benefit the management team is not a good look.  More on this in the risk section below.

Paysafe still has a decent business with strong secular tailwinds.  Valuation looks reasonable...at $3.  Given the leverage and changing fundamentals we see it as a sharp edge that could move the needle meaningfully either direction.      

Sightline 

Source: Company presentation

Sightline is another consumer digital payment solution in the online gaming space.  In April, 2021, Cannae invested $32MM in Sightline Payments.  In August, 2021 they invested another $240MM in a funding round.

Amerilife

Source: Company presentation

Amerilife is an insurance agency which distributes life, health, and retirement products chosen from a roster of well regarded carriers.  Cannae purchased 20% of Amerilife in March, 2020 for $121MM.

Insider Buying

Cannae receives Insiderscores higher score for insider buying - 10.  According to InsiderScore data, in Cannae’s history as a public company there have been no recorded insider sales.  CEO Massey is a regular buyer.  Over the last 12 months he has purchased 45,000 shares for $1.2MM, including 20,000 shares just last week (on the day SST spiked and CNNE didn’t budge).  In the past 24 months he has purchased 121,700 shares for $4.0MM.  These are not options exercises but open market purchases, and all done at higher prices vs. today’s price.  He owns 335,000 shares worth ~$8MM.  CFO Coy bought 3k shares and a director bought 5k shares over the past year.

Foley owns 4.1% of Cannae, or 3.7MM shares worth ~$88MM. 

Risks

Mis-aligned Incentives:

Externally Managed

On August 27th, 2019, Cannae announced it was moving to an external management structure which outsourced Cannae management to Trasimene (same management team, just a different structure).  The management contract provided Trasimene a 1.50% management fee and 15-20% of profits over an 8% hurdle rate, with a high water mark applied.  

Since moving to an external management structure, the discount to NAV has widened materially and the stock has underperformed significantly.  We don’t think this is a coincidence.  Externally managed REITs trade at significant discounts to internally managed REITs.  A big problem with externally managed enterprises is that it creates an incentive to grow assets under management rather than grow NAV per share.  So management teams are incentivized to issue equity which grows AUM, rather than repurchase equity which shrinks it.  Management and shareholder interests are not aligned, and in fact, are conflicted.   

In September, 2020, Oklahoma Firefighters Pension filed a suit against Cannae, including Bill Foley, accusing them of self-dealing related to the externalization. The suit remains outstanding.  We are glad someone is calling them out and hope the suit is resolved favorably for Cannae shareholders. 

However it is resolved, this will remain a private equity company, so they are all likely to remain heavily compensated.  FWIW the 8% hurdle rate makes their compensation just high IMHO as opposed to egregious.

SPAC Taint

Cannae’s participation in SPACs provides more mis-alligned incentives.  SPACs are mostly garbage due to the obvious incentive for managment to get a deal done at almost any price, damn the shareholders.  The SEC summed up the problem well in their recent proposal to regulate SPACS: “...the sponsor and its affiliates have significant financial incentives to pursue a business combination transaction even though the transaction could result in lower returns for public shareholders than liquidation of the SPAC or an alternative transaction.”

We don’t entirely fault Foley for doing SPACs.  Countless other P.E. firms also sponsored them.  The problem was in the design.  The sponsor shares mostly went to Cannae’s external management team, Trasimene, while Cannae got only 10-20% of the founders shares.  Worse, Cannae backstopped all of them with PIPEs and/or forward purchase agreements.  The optics of using company money to backstop deals that mostly benefited the management team is terrible and has likely weighed on Cannae’s valuation.  

Details of each of the five Foley-led SPACs that Cannae participated in are below:

SPAC #1: Foley Trasimene Acquisition I 5/29/20 - Cannae received a 20% interest in the sponsor group and entered into an agreement to purchase $150MM in Trasimene shares and warrants at the IPO price.  On 1/25/21 Cannae invested another $250MM to complete the acquisition of Alight.  Total investment - $405MM.  Foley provided another $150MM from other related companies such as Fidelity National TItle.  Return to date: 9%.

SPAC #2: Trebia Acquisition 6/19/20 - Cannae received a 15% interest in the sponsor group and entered into an agreement to purchase $75MM Trebia shares and warrants at the IPO price.  On 6/29/21 Trebia announced the acquisition of System1 with a $200MM equity backstop from Cannae which replaced the $75MM forward purchase agreement.  Return to date: 163%!

SPAC #3: Foley Trasimene Acquisition II 8/4/20 - Cannae received a 15% interest in the sponsor group and entered into an agreement to purchase $150MM shares and warrants at the IPO price.  On 12/7/20 Cannae invested an additional $350MM upon the closing of the acquisition of Paysafe.  As part of a $2B private placement related to closing the transaction, Foley provided an additional $500MM from other related businesses such as Fidelity National TItle.  On 1/4/22 Cannae purchased 5.7MM Paysafe shares on the open market for $22.2MM. Total Cannae investment - $519MM.  Return to date: -62%. :(

SPAC #4: Austerlitz I 2/26/21 - Cannae received a 10% interest in the sponsor group and entered into an agreement to purchase $51.4MM in Austerlitz shares and warrants at the IPO price.  A deal has yet to be announced. 

SPAC #5 - Austerlitz II 2/26/21 - Cannae received a 20% interest in the sponsor group and entered into an agreement to purchase $151MM in Austerlitz II shares and warrants at the IPO price.  A deal has yet to be announced. 

Regarding the remaining two SPACs:

“...we still have two SPACs that we'd like to deploy, but we're going to be very careful. The redemptions are high. We're not going to get in the position of doing significant backstops of these transactions. We're not going to raise pipes. And if it happens that these SPAC transactions can't come to a good conclusion with a good investment that we're happy with and we believe our shareholder base will be happy with, then we'll give the money back to our investors. We're not afraid to do that. We'd rather not. But if that's the best outcome, that's what we'll do.” Bill Foley, 4Q21 earnings call, February 17, 2022

“...so for our big SPAC and our smaller SPAC, we're looking at some different corporate carve-out opportunities whereby the corporation or the company we're dealing with, generally speaking, is a public company.”  Bill Foley, 4Q21 earnings call, February 17, 2022

We think the remaining SPACs could purchase one of NCR’s businesses they are looking to sell as they are in Cannae’s wheelhouse.  These include digital banking (the old Digital Insights), the retail business (the old Retailx), or the hospitality business (the old Radiant Systems).  These are decent businesses but of course, it’s all about price.

Between the external management structure and the SPACs we can see a common thread  - greed and self-interest.  They have put their personal financial interests ahead of the companies.  Simple greed.  This is a deal breaker for some and I get it.  The good news is we believe they are on an improved path and after the Paysafe debacle it sounds like they’re a bit more cautious regarding aggressively investing in future SPACs (referencing the quote above from their 4Q earnings call).

Interestingly, Foley’s involvement in SPACs was initially celebrated: 

https://www.wsj.com/articles/billionaire-bill-foley-is-spac-markets-overlooked-star-11617537600?st=5wm4tln13cgoxrw&reflink=article_email_share

Bill Foley

1. …is 79.

2. …has bigger fish to fry.

3. …is busy with his hands in a lot of pots (Foley Winery!).

4. …has shown poor judgment recently with these governance issues.

Other

Cannae is a city in Italy and is the location of an epic Roman battle in 216 BC.

Trasimene is a city in Italy and is the location of an epic Roman battle in 217 BC.

Trebia is a city in Italy and is the location of an epic Roman battle in 218 BC.

Austerlitz is a city in Austria and is the location of one of Napoleon's greatest military victories, which took place in 1805.

The guy is a war buff apparently.

DISCLAIMER: THIS IS NOT A RECOMMENDATION. The securities described are neither a recommendation nor a solicitation. There are no assurances that securities identified in this note will be profitable investments. The stated opinions are for general information only and not meant to be predictions or an offer of individual or personalized investment advice. This information and these opinions are subject to change without notice. Security information is being obtained from resources I believe to be accurate, but no warrant is made as to the accuracy or completeness of the information. Any type of investing involves risk and there are no guarantees. The author may or may not have material positions in the securities mentioned in this note and will not be obligated to give notice of any changes in their views or positioning. The author makes no representation or warranty, express or implied, regarding the accuracy, completeness, or adequacy of the information. The author accepts no duty of care to you in relation to investments. Past performance cannot be relied on as a guide to future performance.

Catalyst

Investors read this and act rationally.