UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

CoreLogic, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21871D103

(CUSIP Number)

 

Evan Gartenlaub General Counsel Senator Investment Group LP 510 Madison Avenue, 28th Floor New York, New York 10022 (212) 376-4300		Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 (703) 323-7330
With a copy to:
Richard M. Brand Stephen Fraidin Joshua A. Apfelroth Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 (212) 504-6000		Michael J. Aiello Eoghan P. Keenan Weil, Gotshal & Manges LLP 767 5th Avenue New York, New York 10153 (212) 310-8000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 21871D103		SCHEDULE 13D		Page 2 of 10 Pages

 

1		NAME OF REPORTING PERSON       Senator Investment Group LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       IA, PN

 

(1)	Calculated based on 79,458,522 shares of common stock, $0.00001 par value per share (the “Common Stock”), of CoreLogic, Inc. (the “Issuer”), outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 3 of 10 Pages

 

1		NAME OF REPORTING PERSON       Senator Management LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       OO

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 4 of 10 Pages

 

1		NAME OF REPORTING PERSON       Senator GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       OO

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 5 of 10 Pages

 

1		NAME OF REPORTING PERSON       Senator Master GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       OO

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 6 of 10 Pages

 

1		NAME OF REPORTING PERSON       Douglas Silverman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       IN

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 7 of 10 Pages

 

1		NAME OF REPORTING PERSON       Cannae Holdings, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       CO

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 8 of 10 Pages

 

1		NAME OF REPORTING PERSON       Cannae Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS       WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER       -0-
				8		SHARED VOTING POWER       7,941,190
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       7,941,190
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,941,190
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.99%(1)
14		TYPE OF REPORTING PERSON       OO

 

(1)	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.

CUSIP No. 21871D103		SCHEDULE 13D		Page 9 of 10 Pages

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the Schedule 13D filed on June 30, 2020 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 3, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 3 shall have the meaning set forth in the Schedule 13D. This Amendment No. 3 amends Items 4 and 7 as set forth below.

 

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On August 19, 2020, the Reporting Persons filed a Definitive Solicitation Statement and an accompanying GOLD special meeting request card with the SEC to be used in connection with the solicitation of revocable proxies to empower the Reporting Persons to call the Special Meeting, which Definitive Solicitation Statement and GOLD special meeting request card are incorporated herein by reference.

On August 31, 2020, the Reporting Persons delivered to the Issuer a written request (the “Special Meeting Request”) to call the Special Meeting in accordance with Article II, Section 2.2 of the Issuer’s Amended and Restated Bylaws (the “Bylaws”) for the purpose of, among other things, removing nine members of the Board and replacing them with nine independent and highly accomplished directors: W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship. The Special Meeting Request is attached as Exhibit 8 hereto and the foregoing summary of the Special Meeting Request is qualified in its entirety by the full text thereof. Additionally, the Reporting Persons delivered a Notice of Stockholder Proposals and Nomination to the Secretary of the Issuer with respect to the matters set forth in the Special Meeting Request, in accordance with Article II, Section 2.2 and 2.10 of the Bylaws.

Also, on August 31, 2020, the Reporting Persons issued a press release announcing their delivery of the Special Meeting Request, which press release is attached as Exhibit 9 hereto and incorporated herein by reference.

 

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

Exhibit 8: Written Request of Stockholders of CoreLogic, Inc. to Call a Special Meeting

Exhibit 9: Press Release, dated August 31, 2020

CUSIP No. 21871D103		SCHEDULE 13D		Page 10 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: August 31, 2020

SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub Title: General Counsel

SENATOR MANAGEMENT LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub Title: General Counsel

SENATOR GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub Title: General Counsel

SENATOR MASTER GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

CANNAE HOLDINGS, INC.

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Executive Vice President, General Counsel and Corporate Secretary

CANNAE HOLDINGS, LLC

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Managing Director, General Counsel and Corporate Secretary

 

*	Pursuant to a Power of Attorney attached to the Schedule 13G filed on April 24, 2013 by Senator Investment Group LP in respect of its ownership in Tamino Corporation.

Exhibit 8

 

CUSIP No. 21871D103		SCHEDULE 13D

 

SENATOR FOCUSED STRATEGIES LP

510 Madison Avenue, 28^th Floor

New York, New York 10022

August 31, 2020

Via United States Certified Mail, Federal Express, Email

and By-Hand Delivery

CoreLogic, Inc.

40 Pacifica, Suite 900

Irvine, California 92618

Attention:  Francis Aaron Henry, Chief Legal Officer and

                  Corporate Secretary

Re:    Request for Special Meeting of Stockholders of CoreLogic, Inc.

Dear Mr. Henry:

As of the date hereof, Senator Focused Strategies LP (“the Requesting Stockholder”) is the record holder of 100 shares of common stock, par value $0.00001 per share (“Shares”) of CoreLogic, Inc., a Delaware corporation (the “Company”). Copies of documentation evidencing such Shares held of record by the Requesting Stockholder is attached hereto as Exhibit A.

As of the date hereof, the Requesting Stockholder has solicited requests in the form of Special Meeting Request Cards (the “Special Meeting Request Cards”) from additional stockholders of the Company (the “Additional Stockholders”) pursuant to a definitive Solicitation Statement filed with the Securities and Exchange Commission on August 19, 2020 by the Requesting Stockholder and certain other parties, which information is incorporated by reference herein. Pursuant to the Special Meeting Request Cards, the Additional Stockholders authorize and designate the Requesting Stockholder to collect and deliver the Special Meeting Request Cards for the purpose of requesting a special meeting of stockholders. The Requesting Stockholder and the Additional Stockholders are the holders of an aggregate of 13,929,639 Shares of the Company and copies of the Special Meeting Request Cards and supporting documentation are attached hereto as Exhibit B.

The Requesting Stockholder and the Additional Stockholders represent holders of Shares entitled to cast greater than 10.0% of the Shares entitled to vote at the proposed Special Meeting (as defined below). The aggregate number and percentage of Shares reported herein are based upon the 79,458,522 Shares outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the Securities and Exchange Commission on July 27, 2020.

Pursuant to Section 2.2 of Article II of the Company’s Bylaws, as amended and restated as of July 6, 2020 (the “Bylaws”), and Section 211(d) of the Delaware General Corporation Law (the “DGCL”), the Requesting Stockholder, on behalf of itself and the Additional Stockholders, hereby requests that the Company call a special meeting of stockholders of the Company (the “Special Meeting”) for the purpose of considering and voting upon the following proposals (the “Special Meeting Request”) in the order set forth below:

CUSIP No. 21871D103		SCHEDULE 13D

 

1.

the repeal of each provision of, or amendment to, the Bylaws adopted by the Board of Directors of the Company (the “Board”) without the approval of the stockholders of the Company subsequent to July 6, 2020, which is the date of the most recent publicly available amendment to the Bylaws;

 

2.

the removal from office as directors of the Company J. David Chatham, Douglas C. Curling, John C. Dorman, Paul F. Folino, Thomas C. O’Brien, Pamela H. Patenaude, Vikrant Raina, J. Michael Shepherd and David F. Walker, as well as any other person or persons elected or appointed to the Board without stockholder approval (each, a “New Director”) after June 18, 2020 and up to and including the date of the Special Meeting (other than any Nominee set forth below);

 

3.

the election of the following individuals to serve as directors of the Company: W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship, (individually, a “Nominee” and, collectively, the “Nominees”); provided, however, that if at any time prior to the date of the Special Meeting one or more Nominees are no longer willing or, as a result of death or incapacity, able to serve as directors of the Company and a majority of the then-remaining Nominees select replacements, those replacements (rather than the individuals they replaced), along with the Nominees who have not been replaced shall then be considered the Nominees for all purposes;

 

4.

if Proposal (2) and Proposal (3) are each passed but the election of the Nominees is not effected, or if Proposal (2) is not passed or there are otherwise insufficient vacancies on the Board to elect or appoint the Nominees to the Board, the election or appointment by the Board of each Nominee to serve as a director of the Company; provided, however, that if at any time prior to the date of the Special Meeting one or more Nominees are no longer willing or, as a result of death or incapacity, able to serve as directors of the Company and a majority of the then-remaining Nominees select replacements, those replacements (rather than the individuals they replaced), along with the Nominees who have not been replaced shall then be considered the Nominees for all purposes; and

 

5.

the amendment of Section 2.2 of Article II of the Bylaws, as set forth on Exhibit C attached hereto, to add a new clause to Section 2.2 of Article II of the Bylaws (which shall be designated clause (b)), in order to provide mechanics for calling a special meeting if no directors or less than a majority of directors are in office following the passing of Proposal (2).

In the event that Proposal (2) passes resulting in vacancies, but Proposal (3) and Proposal (4) do not pass, Proposal (3) passes but the Company refuses to effect the election of the Nominees or Proposal (4) passes but the Board refuses to appoint the Nominees to the Board, then the Requesting Stockholder intends to seek additional approval from stockholders in order to exercise its rights pursuant to Section 223(c) of the DGCL, which provides that the Delaware Court of Chancery may summarily order an election to be held to fill any vacancies if the directors then in office shall constitute less than a majority of the whole Board. Proposals (1)-(5) above are collectively referred to herein as the “Proposals.”

CUSIP No. 21871D103		SCHEDULE 13D

 

The Requesting Stockholder, on behalf of itself and the Additional Stockholders, requests that the Special Meeting be held as soon as possible, and in any event, and pursuant to Section 2.2 of Article II of the Bylaws, not more than ninety (90) days after this Special Meeting Request is received by you in your capacity as the Corporate Secretary of the Company.

Concurrently with this Special Meeting Request, and in accordance with Sections 2.2 and 2.10 of Article II of the Bylaws, the Requesting Stockholder is delivering to the Company a written notice setting forth the information required by Section 2.10(b) of the Bylaws as to the business proposed to be conducted and the nominations proposed to be presented at the Special Meeting and as to the stockholders proposing such business and nominations (the “Notice of Stockholder Business and Nominations”).

Please direct any correspondence concerning this Special Meeting Request to the undersigned at the address set forth above and our counsel, Richard M. Brand, Esq. (telephone: (212) 504-5757, email: richard.brand@cwt.com) and Joshua A. Apfelroth, Esq. (telephone: (212) 504-6391, email: joshua.apfelroth@cwt.com) of Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281. If the Company believes that (i) this Special Meeting Request for any reason does not comply with requirements for a request for a special meeting of stockholders or is defective in any respect or (ii) the Notice of Stockholder Business and Nominations for any reason does not comply with requirements for proposing business to be conducted and nominations to be presented at a special meeting, then in either case the Requesting Stockholder requests that you immediately notify Mr. Brand and Mr. Apfelroth in writing, setting forth the facts that the Company contends to support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the undersigned will assume that the Company agrees that this Special Meeting Request and the Notice of Stockholder Business and Nominations comply in all respects with the requirements of the Amended and Restated Certificate of Incorporation of the Company, the Bylaws and any applicable law. Should any provision of this Special Meeting Request be held invalid, the remainder of the Special Meeting Request shall remain valid. The undersigned reserves the right to withdraw, modify, amend or supplement this Special Meeting Request at any time, to deliver additional Special Meeting Request Cards in respect of this Special Meeting Request from time to time, and to seek legal recourse if the Company fails to timely call and hold the Special Meeting as required.

Pursuant to Section 2.2 of Article II of the Bylaws, this Special Meeting Request bears the signature of the Requesting Stockholder.

[Signature Page Follows]

CUSIP No. 21871D103		SCHEDULE 13D

 

 

cc:	Frank D. Martell, President and Chief Executive Officer

James L. Balas, Chief Financial Officer

[Signature Page to Special Meeting Request]

CUSIP No. 21871D103		SCHEDULE 13D

 

EXHIBIT A

PROOF OF REQUESTING STOCKHOLDER RECORD OWNERSHIP

CUSIP No. 21871D103		SCHEDULE 13D

 

EXHIBIT B

SPECIAL MEETING REQUEST CARDS

CUSIP No. 21871D103		SCHEDULE 13D

 

EXHIBIT C

PROPOSED AMENDMENT

TO THE AMENDED AND RESTATED BYLAWS OF CORELOGIC, INC.

Proposed Amendment to the Bylaws to Provide Mechanics for Calling a Special Meeting if No Directors or Less Than a Majority of Directors are Then in Office.

Section 2.2 of Article II of the Amended and Restated Bylaws of CoreLogic, Inc. is amended to include the following clause:

“(b)    Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery).”

Exhibit 9

Cannae Holdings and Senator Investment Group Deliver Request to Call Special Meeting of CoreLogic Shareholders

Taking This Action is Necessary to Ensure that Company Cannot Unilaterally Cancel its Previously Announced Special Meeting at Any Time

Company Continues to Play Games with the Special Meeting Process – and Has Now Taken Steps to Set Two Record Dates and Further Confuse Shareholders

Shareholders Must Execute Trades No Later than September 16, 2020 to Vote Shares at the Special Meeting in Case the Company Uses its Earlier Record Date

LAS VEGAS & NEW YORK, August 31, 2020 – Cannae Holdings, Inc. (NYSE: CNNE), (“Cannae”) and Senator Investment Group, LP (“Senator”), which, directly or through affiliated entities, jointly own or have an economic interest equivalent to approximately 15% of the outstanding shares of CoreLogic, Inc. (NYSE: CLGX), (the “Company”), today announced that they have delivered written consents to call a Special Meeting of Shareholders (“the Special Meeting,” or “the Meeting”) to consider the director nominations previously put forth by Cannae and Senator.

Cannae and Senator issued the following statement:

“Since our initial June 26^th proposal, shareholders have repeatedly asked CoreLogic to run a legitimate process that maximizes shareholder value through a sale to the highest bidder. We have made clear that we fully encourage such a process and, with appropriate access to diligence, are open-minded as to the value of our offer. Unfortunately, the Company has continually denied this request as part of a pattern of defensive tactics at odds with shareholders’ interests. This is why last month we put forward nine independent, highly-qualified director candidates without any affiliation or association with Senator or Cannae.

Today, we are announcing that we have submitted the requisite consents as promptly as possible to call a Special Meeting. We were required to take this step because, at the same time it issued its August 9^th press release¹, CoreLogic notified us that it could unilaterally cancel the Meeting at any time and not allow shareholders to replace directors unless we went through with the cumbersome consent solicitation process. We privately asked the Company to simply commit to hold the Special Meeting it had announced. As acknowledged in its August 14^th release², CoreLogic refused.

Games such as these – publicly announcing a Meeting, while privately stating the Company can cancel it and not allow shareholders to replace directors – are clear signs of CoreLogic’s focus on entrenchment rather than shareholder value. Hopefully the Company will end these ploys and simply acknowledge they cannot cancel or delay the Meeting, and hopefully the Company will not seek to hold multiple meetings in a deliberate effort to sow confusion among investors. Given the Company has recently advised proxy voting service providers of two different record dates – one on September 18^th and another for September 24^th – it appears there may be yet more tricks coming. Either way, with the actions we have taken today, CoreLogic is now bound to hold a Special Meeting.

With this in mind, we ask the Board to reconsider its approach. Several of the Company’s major shareholders have already voted with their feet. As recently reported³, CoreLogic’s largest holder for over seven years, that owned more than 17% of the Company, has sold its investment. We have been informed that other long-term investors have similarly chosen to exit the stock at near our bid price and that the shareholder list is rapidly filling with funds focused on a transaction. Yet the Board has refused to accept the reality: its shareholders clearly want a legitimate sales process.

 

 

1	Press Release, CoreLogic Board of Directors Calls Special Meeting of Shareholders (8/9/20)

2	Press Release, CoreLogic Provides Details on November 17 Special Meeting (8/14/20)

3	Reuters: CoreLogic’s largest shareholder T. Rowe slashes stake amid takeover battle (8/11/20)

 

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If the Company is under the impression that it is necessary to wait until after reporting third quarter earnings to engage with us or run a sales process, we believe they are mistaken. We, as well as the broader market, understand that third quarter earnings will be extremely strong – just as we all knew second quarter earnings would be. The temporary surge in mortgage origination volumes is not a secret to the market nor is the fact that mortgage volumes are volatile and cyclical, which is why mortgage-exposed peers’ stock prices are essentially unchanged since early June.

We continue to be ready to engage constructively and ask CoreLogic to stop its tactics carried out at the expense of shareholders. The Company has ceaselessly claimed that we are “significantly” undervaluing CoreLogic, even citing recent acquisitions of high growth companies, including Optimal Blue⁴, as evidence. Cannae was actually one of the buyers in this transaction⁵ – demonstrating by CoreLogic’s own reasoning that we are willing to pay appropriate multiples for value if granted access to diligence.

As previously noted, the Company has advised proxy voting service providers of two record dates – September 18^th, 2020 and September 24^th, 2020 – for determining shareholders entitled to vote at its November 17^th, 2020 Special Meeting. Shareholders should be mindful that if the Company uses the earlier of those dates as the record date, then in order to vote their shares at the Company’s Special Meeting, shareholders will need to hold their shares as of September 18^th, 2020, which means that any trade to acquire such shares should be executed no later than September 16^th, 2020 and settled no later than September 18^th, 2020. Barring a change of course from CoreLogic, we look forward to communicating further with shareholders in advance of the record date about why new independent directors are needed in the CoreLogic boardroom.”

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Senator Investment Group LP, Cannae Holdings, Inc. and the other Participants (as defined below) have filed a definitive solicitation statement and an accompanying GOLD special meeting request card with the Securities and Exchange Commission (the “SEC”) on August 19, 2020 to be used in connection with the solicitation of revocable proxies to empower the Participants to call a special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc., a Delaware corporation (the “Company”). The Participants intend to file a separate proxy statement and accompanying proxy card with the SEC to be used to solicit proxies with respect to the proposals presented at the Special Meeting.

The participants in the solicitation are (i) Senator Investment Group LP (“Senator”), the investment manager of the Senator Funds (as defined below), (ii) Senator Management LLC (“Senator GP”), the general partner of Senator, (iii) Senator GP LLC (“Senator GP LLC”), the general partner of SGOM (as defined below), (iv) Senator Master GP LLC (“Senator Master GP”), the general partner of SFS (as defined below), (v) Mr. Douglas Silverman (“Mr. Silverman”), the Chief Executive Officer of Senator, (vi) Senator Focused Strategies LP (“SFS”), (vii) Senator Global Opportunity Master Fund LP (“SGOM” and, together with SFS, the “Senator Funds”), (viii) Cannae Holdings, Inc. (“Cannae”), (ix) Cannae Holdings, LLC (“Cannae Holdings”), a wholly-owned subsidiary of Cannae, (x) W. Steve Albrecht, (xi) Martina Lewis Bradford, (xii) Gail Landis, (xiii) Wendy Lane, (xiv) Ryan McKendrick, (xv) Katherine “KT” Rabin, (xvi) Sreekanth Ravi, (xvii) Lisa Wardell and (xviii) Henry W. “Jay” Winship (collectively, the “Participants”).

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE SOLICITATION STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER SOLICITATION OR PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

 

 

4	Press Release, CoreLogic Board of Directors Calls Special Meeting of Shareholders (8/9/20)

5	Press Release, Cannae Holdings, Inc. Announces Black Knight’s Definitive Equity Purchase Agreement With Optimal Blue to Expand Origination Offerings (7/27/20)

 

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As of the date hereof, (i) SFS directly owns 2,176,190 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), (ii) SGOM directly owns 2,030,000 shares of Common Stock and (iii) Cannae Holdings directly owns 2,300,000 shares of Common Stock. Additionally, as of the date hereof, SFS is party to cash-settled total return swaps referencing 3,942,810 shares of Common Stock in the aggregate and total return swaps and over-the-counter forward purchase contracts referencing 1,435,000 shares of Common Stock in the aggregate.

As described in the Schedule 13D filed with the SEC by Senator, Cannae and certain of their respective affiliates with respect to the Company, each of Senator, Senator GP, Senator GP LLC, Senator Master GP, Mr. Silverman, Cannae and Cannae Holdings may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 7,941,190 shares of Common Stock (the “Shares”) and, therefore, each such Participant may be deemed to be the beneficial owner of all of the Shares. The Shares collectively represent approximately 9.99% of the outstanding shares of Common Stock based on 79,458,522 shares of Common Stock outstanding as of July 21, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed on July 27, 2020.

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities.

Forward-Looking Statements and Risk Factors

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our 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. We undertake 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: changes in general economic, business and political conditions, changes in the financial markets and changes in the conditions resulting from the outbreak of a pandemic such as the novel COVID-19 (“COVID-19”); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; risks associated with our split-off from Fidelity National Financial, Inc., including limitations on our strategic and operating flexibility related to the tax-free nature of the split-off and the Investment Company Act of 1940; and risks and uncertainties related to the success of our externalization.

 

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This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Cannae’s Form 10-Q, 10-K and other filings with the Securities and Exchange Commission.

Investor Contact:

D.F. King & Co., Inc.

Edward McCarthy / Geoffrey Weinberg

emccarthy@dfking.com / gweinberg@dfking.com

(212) 269-5550

Media Contact:

Sloane & Company

Dan Zacchei / Joe Germani

dzacchei@sloanepr.com / jgermani@sloanepr.com

 

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